Terms and Conditions
Rankura Solutions LLC (“Rankura”, “we”, “our”, “us”)
These Terms & Conditions (the “Agreement”) govern projects and ongoing services provided by Rankura to the client identified in the applicable statement of work, proposal, order form, master service agreement, or email confirmation (the “Client”, together with Rankura, the “Parties”).
By signing a quote/SOW or otherwise authorizing work (including by email), Client agrees to this Agreement.
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1) Scope & Authorization
1.1 Engagement. Client engages Rankura as an independent contractor to design, develop, improve, market, and/or maintain digital assets and campaigns (websites, landing pages, e-commerce, SEO, PPC, analytics, content, software, and related services) as specified in the applicable SOW/Order (each a “Project”).
1.2 Access. Client authorizes Rankura to access hosting, domains, DNS, CMS, analytics, ad platforms, CRM, email, and any other systems reasonably necessary to perform the Project. Client will ensure appropriate permissions (including “write” access) and promptly furnish credentials.
1.3 Publicity. Unless Client objects in writing, Rankura may display non-sensitive screenshots, the publicly accessible website, Client name and logo in Rankura’s portfolio and client list.
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2) Website Design & Web Development
2.1 Content Delivery. Client supplies brand assets, copy, product data, and images in digital format (e.g., .doc/.docx, .csv, .png/.jpg, cloud folder). If Rankura provides copywriting, photography, iconography, video, or stock procurement, those items are billable as stated in the SOW or at standard rates.
2.2 Installation & Go-Live. Rankura will deploy to Client’s hosting or Rankura-arranged hosting (separate fees). Standard deployments include email contact links/forms configured to Client’s addresses.
2.3 Browser/Device Support. Unless otherwise stated, we optimize critical page elements for current versions of Chromium-based browsers, Safari, and Firefox, on modern desktop and mobile devices. As browsers evolve, new incompatibilities may arise; any post-launch compatibility work is out of scope unless covered by a maintenance plan.
2.4 Forms/Scripts. SOW includes basic form handling and email delivery. Custom scripts, complex integrations, or paid third-party tools will be quoted separately.
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3) Online Stores (e-Commerce)
3.1 Variable Scope. Final effort depends on actual catalog size, product options, payment/shipping rules, and third-party integrations. SOW estimates may be adjusted by written change order where scope materially differs.
3.2 Merchant Services. Client is responsible for merchant accounts, payment gateways, KYC/AML obligations, fraud screening, taxes, shipping rules, refunds, and compliance with platform terms.
3.3 Security Certificates. For checkout, Client should maintain a valid TLS/SSL certificate. Without it, functionality and design options may be limited.
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4) Optional/Custom Services (As Applicable)
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Redirects & Device/feature detection (e.g., JavaScript or server rules).
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Brand & creative (logo refresh, icon sets, hero graphics, banners, animations).
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Motion/interactive (lightweight animations, Lottie, WebGL, etc.).
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Data layers & tagging (GA4/BigQuery/Pixel/LinkedIn Insight Tag).
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Schema/structured data for rich results.
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Performance & Core Web Vitals optimization beyond base build.
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Accessibility (a11y) remediation to target WCAG levels (scope-based).
Each item is included only if listed in the SOW; otherwise billable.
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5) Additional Expenses (Pass-Through)
Client reimburses reasonable, pre-approved third-party costs necessary to the Project, such as: licensed fonts, stock media, premium plugins, API usage, test devices, CDN fees, email deliverability tools, app store accounts, domain purchases, upgraded hosting tiers, and code-signing certificates.
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6) Client Feedback, Timing & Revisions
6.1 Timely Inputs. To keep timelines, Client agrees to respond within 3 business days to Rankura requests for approvals/materials. If Client is unresponsive for 5 business days, Rankura may place the Project on hold and invoice work performed to date.
6.2 Revisions. Unless otherwise stated in the SOW, visual design includes one (1) wireframe round and one (1) final revision round per unique page template/flow. Extra iterations or material redesigns are billed at standard rates after Client’s written approval (email suffices).
6.3 Significant Changes. The following typically constitute change orders: re-architecting navigation, replacing >25% of page copy after layout, redesigning approved components, swapping design systems, reworking a shopping cart/pricing model, or adding new page templates beyond the SOW.
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7) Third-Party or Client Modifications
Client may edit content after handoff. Rankura is not responsible for issues caused by Client or third parties (including plugin conflicts, theme edits, or code changes). Remediation is billable at standard rates with a 1-hour minimum.
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8) Hosting & Infrastructure
8.1 Client Hosting. Client selects hosting that supports Project requirements (runtime, database, storage, bandwidth, security). Rankura cannot guarantee performance or uptime on third-party hosts.
8.2 Rankura-Arranged Hosting (if elected). Billed per plan; excludes extraordinary incident response, malware cleanup caused by Client credentials exposure, or force-majeure events.
8.3 Backups. Unless a managed plan explicitly states otherwise, Client is responsible for backups and disaster recovery.
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9) Search Engine Optimization (SEO) — Managed Services
9.1 Scope. Monthly SEO may include technical audits, on-page optimization, content briefs/creation, internal linking, structured data, log analysis, and reporting (as listed in the SOW).
9.2 No Rankings Guarantee. Search engines control crawling, indexing, and ranking. Rankura does not guarantee any specific positions or traffic levels.
9.3 Client Duties. Provide timely approvals, access, and content. If Client delays content approval beyond 30 days, Rankura may publish proposed content to meet timelines (unless Client rejects in writing).
9.4 Auto-Renewal & Cancellation. Unless otherwise stated, SEO terms renew month-to-month after the initial term. Either party may cancel with 30 days’ written notice to info@rankurasolutions.com. All fees paid are non-refundable.
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10) Pay-Per-Click (PPC) Management
10.1 Separation of Fees. Ad spend is paid directly by Client to platforms (Google Ads, Meta, LinkedIn, etc.) and is separate from Rankura management fees. Non-payment to platforms may pause or terminate campaigns.
10.2 Management. Rankura provides strategy, structure, targeting, creatives guidance, optimization, and reporting as outlined in the SOW. Our methodologies and analyses are proprietary.
10.3 Billing Cycle & Cancellation. PPC management auto-renews month-to-month unless the SOW states otherwise. Cancel anytime with 30 days’ written notice to info@rankurasolutions.com. Fees already paid are non-refundable.
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11) Software / Custom Development
11.1 Deliverables. Rankura will design, develop, and deliver software per the SOW’s functional specs. Work is performed in a professional, workmanlike manner.
11.2 Ownership. Unless the SOW states a license model, deliverables created exclusively for Client and fully paid are deemed “work made for hire” and assigned to Client upon final payment (excluding Rankura’s pre-existing materials, frameworks, libraries, and third-party components, which are licensed).
11.3 Change Requests. Material spec changes may impact budget and timeline and require a written change order.
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12) Maintenance & Support
12.1 Grace Period. Unless otherwise stated, Projects include 10 calendar days of minor post-launch fixes (typos, broken links, small layout tweaks). Substantive changes, new features, or post-launch scope are billable.
12.2 Ongoing Plans. Extended maintenance (content updates, security patches, performance tuning) is available by retainer or “as needed”.
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13) Fees, Invoicing & Payment
13.1 Deposits. Unless stated otherwise, 50% deposit is due to commence work; balance due at substantial completion and prior to go-live/transfer. For small projects (≤ US$700), full prepayment may be required.
13.2 Overages. Time & materials beyond SOW are billed at standard rates (tracked in 0.25-hour increments) after Client’s email approval.
13.3 Late Payments. Past-due amounts may accrue 1.5% per month (or the legal maximum) plus reasonable collection costs and attorneys’ fees. Rankura may suspend work or remove/deactivate deliverables for non-payment after reasonable notice.
13.4 Taxes. Prices exclude taxes. Client is responsible for applicable sales, VAT/GST, and similar taxes (excluding taxes on Rankura’s net income).
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14) Intellectual Property & Licenses
14.1 Client Materials. Client warrants it owns or has rights to all materials it supplies and will indemnify Rankura against claims arising from such materials.
14.2 Rankura Materials. Rankura’s pre-existing know-how, processes, templates, and tools remain Rankura’s property; a non-exclusive, non-transferable license is granted to Client as necessary to use the deliverables.
14.3 Third-Party Assets. Stock media, fonts, plugins, and APIs are subject to their own licenses; some may impose ongoing costs or usage limits.
14.4 Portfolio Use. See §1.3.
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15) Confidentiality
Each party will keep the other’s Confidential Information secret and use it only to perform under the Agreement, except for information that is public, already known without restriction, independently developed, or rightfully obtained from a third party without duty of confidentiality.
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16) Acceptable Use & Compliance
Client will not request or publish illegal, defamatory, infringing, or harmful content; will comply with consumer protection, privacy, e-commerce, and advertising laws (including platform policies); and will not deploy malware, spam, or abusive content. Rankura may decline or remove unlawful or objectionable content.
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17) SMS Program Terms (if used)
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Consent. By opting in, Client (or its users) consents to receive SMS related to services, appointments, project updates, or billing.
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Use & Privacy. Phone numbers and consent are used solely for service communications and are not shared with third parties for marketing.
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Frequency & Fees. Message frequency varies; carrier message/data rates may apply.
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Opt-Out/Help. Reply STOP to opt out; HELP for assistance, or email info@rankurasolutions.com.
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18) Warranties, Disclaimers & Limitation of Liability
18.1 Warranties. Each party warrants it has authority to enter this Agreement. Rankura warrants services will be performed in a professional and workmanlike manner.
18.2 Disclaimers. EXCEPT AS EXPRESSLY STATED, DELIVERABLES AND SERVICES ARE PROVIDED “AS IS”. RANKURA DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. No ranking, traffic, conversion, or revenue guarantees are made.
18.3 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RANKURA’S TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO RANKURA IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL RANKURA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR LOST-PROFIT DAMAGES.
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19) Indemnification
Client will defend, indemnify, and hold harmless Rankura (and its officers, employees, and contractors) from third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) Client materials, products, or services; (b) Client’s breach of this Agreement or law; (c) Client’s misuse of deliverables or platforms.
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20) Termination; Effect of Termination
20.1 Convenience. Either party may terminate an at-will monthly service with 30 days’ written notice. Fixed-term SOWs may be terminated only as stated in the SOW or for breach.
20.2 Breach. Either party may terminate for material breach if the breach is not cured within 10 days of written notice.
20.3 Effect. Upon termination, Client will pay for all work performed, approved expenses, and committed third-party costs through the termination effective date. Upon full payment, Rankura will transfer Client-owned deliverables and reasonably cooperate with handoff (transition assistance at standard rates). Deposits are non-refundable unless expressly stated.
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21) Non-Solicitation
For 12 months after Project completion, Client will not directly hire or engage (as employee or independent contractor) any Rankura personnel who worked on Client’s account, without Rankura’s written consent.
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22) Notices
Official notices under this Agreement must be sent by email to info@rankurasolutions.com with subject “Legal Notice” (and, if you prefer, to a postal address you provide). Notices are effective when sent (and confirmed received) during business hours.
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23) Laws Affecting e-Commerce & Marketing
Client is responsible for compliance with taxes, industry rules, platform terms, and applicable laws (privacy, consumer disclosures, CAN-SPAM/TCPA where applicable, accessibility, export controls). Rankura may provide guidance but does not provide legal advice.
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24) Ownership on Final Payment
Upon final payment, Client owns the final assembled site/software and bespoke work product as specified in §11.2, excluding: (a) third-party licensed components; (b) Rankura pre-existing IP/tools; and (c) open-source components (subject to their licenses). Until paid in full, Rankura may withhold deployment keys, disable staging, or suspend licenses.
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25) Dispute Resolution; Governing Law; Venue
This Agreement is governed by the laws of the State of New Mexico, without regard to conflicts principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Bernalillo County, New Mexico.
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26) Force Majeure
Neither party is liable for delays or failures due to events beyond reasonable control (e.g., force majeure, outages, DDOS, labor disputes, governmental actions).
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27) Miscellaneous
This Agreement (with the SOW/Order and incorporated policies) is the entire agreement and supersedes prior discussions. Amendments must be in writing and signed/acknowledged by both Parties (email suffices). If any provision is unenforceable, the remainder remains effective. Headings are for convenience only. No waiver is effective unless in writing. Electronic signatures/approvals are valid.
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Hosting — Auto-Renew (If Elected)
Hosting plans auto-renew month-to-month after the initial term unless Client gives 30 days’ written notice to info@rankurasolutions.com before renewal. Migration assistance to another host, if requested, will be quoted and must be approved by Client. Hosting does not include costs resulting from compromised Client credentials or third-party negligence.
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PPC Management — Specific Addendum (If Elected)
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Card on File. Client keeps a valid funding method on each ad platform.
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Auto-Renewal. Month-to-month after initial term; 30-day written cancellation to info@rankurasolutions.com.
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Non-Refundable. Management fees are non-refundable once the cycle starts.
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Confidentiality. Rankura’s strategies, structures, scripts, and analyses are proprietary.
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SEO — Specific Addendum (If Elected)
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Cycle & Billing. Monthly in advance on the contract date; auto-renews month-to-month unless otherwise stated; cancel with 30-day written notice.
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Client Approvals. Content auto-approved after 30 days if no response, unless Client rejects in writing.
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No Guarantees. No guarantee of ranking or traffic due to algorithmic and competitive factors.
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Software Development — Specific Addendum (If Elected)
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Work Made for Hire / Assignment on final payment per §11.2.
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Training & Support per SOW; post-training support at standard rates.
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Change Control via written change orders for material scope changes.
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Contact
Rankura Solutions LLC
Email: info@rankurasolutions.com