Use of Blair & Bowers Limited ("we," "our," "Agency," or "us"), trading as Rankwell, including our Website https://www.rankwell.io and our Services, is subject to these Terms and Conditions ("Agreement"). By navigating the Website or clicking on any object within it, you agree to be bound by this Agreement. We reserve the right to modify the Agreement as necessary and will make reasonable efforts to notify you of any changes that may affect you. You may review the Agreement at any time by clicking on the “Terms and Conditions” link at the bottom of the Website.

The purpose of this Agreement is to establish the terms and conditions governing the provision of design, development, implementation, and marketing services, including advertising and promotion, across various channels by us to the Client. Any services provided by us for the Client shall be documented in writing, approved by both parties, and considered an amendment to this Agreement. This includes all Statements of Work (SOWs) and Order Forms.

1. Trading Name and Legal Entity

1.1 Rankwell is a trading name of Blair & Bowers Limited, a company registered in England and Wales under company number [Your Company Number].
1.2 All contracts, transactions, and liabilities are undertaken by Blair & Bowers Limited, and any references to "the Agency" in this Agreement refer explicitly to Blair & Bowers Limited.

2. Client and Agency Agreement

2.1 The Client shall provide all necessary information for each Statement of Work (SOW) within the agreed timeframe.

2.2 In connection with the services provided by the Agency ("Services"), the Client authorises the Agency to use their trade names, service names, and marks. If applicable, the Client must ensure that any third-party authorisations required for the use of trademarks or service marks are granted.

2.3 Any changes to the scope of services must be mutually agreed upon in writing through an amended SOW, detailing modifications, services, pricing, and payment terms.

3. Payments and Late Fees

3.1 The Agency shall invoice the Client for amounts owed in connection with the Services rendered.

3.2 Each invoice shall be confidential and must be paid within seven (7) days of receipt.

3.3 Late Payment & Interest:

• If payment is not received within seven (7) days, the Agency may apply an interest rate of 20% per annum (p.a.) on the overdue amount.

• This higher-than-standard rate is due to the additional administrative burden, disruption to service schedules, and impact on financial planning caused by late payments.

3.4 If payment is not received within thirty (30) days, the Agency reserves the right to:

• Suspend performance and withhold any materials, including access to Agency-managed software and platforms.

• Charge the Client collection costs, including legal fees incurred in recovering the debt.

3.5 Non-Refundable Payments:

• Payments made under this Agreement are non-refundable unless the Agency fails to deliver services as agreed.

• In such cases, refunds may be issued at the Agency’s sole discretion on a pro-rata basis, depending on the work already completed.

4. Intellectual Property & Usage Rights

4.1 The Agency retains ownership of any code, libraries, strategies, frameworks, and designs developed during service delivery.

4.2 Upon full payment, the Client is granted a non-exclusive, royalty-free licence to use all deliverables for their intended purpose.

4.3 The Agency reserves the right to reuse proprietary components for other clients, provided they do not infringe upon the Client’s business-specific modifications.

4.4 The Client warrants that all text, graphics, images, or other content provided are either owned or appropriately licensed, indemnifying the Agency against any intellectual property claims.

5. Confidentiality

5.1 Both parties agree to maintain the strict confidentiality of any sensitive, proprietary, or commercially valuable information shared during this Agreement.

5.2 Any breach of this confidentiality clause entitles the injured party to seek:

• Injunctive relief

• Damages or compensation

• Other legal remedies permitted by law

6. Dispute Resolution & Legal Jurisdiction

6.1 In the event of a dispute, both parties agree to first attempt mediation or arbitration before resorting to litigation.

6.2 This Agreement is governed by the laws of England and Wales, and any disputes shall be resolved exclusively in the courts of England and Wales.

7. Suspension of Services for Non-Payment

7.1 If payment is not received within 30 days, the Agency reserves the right to suspend services.

7.2 The Client shall receive seven (7) days’ written notice before suspension of access to any Agency-managed platforms or software.

8. Employment Restriction Clause

8.1 Both parties agree not to solicit or employ each other’s staff or contractors for a period of 12 months after the termination of this Agreement without prior written consent.

8.2 Breaching this clause shall result in the offending party being liable for liquidated damages equivalent to 12 months' salary of the employee in question.

9. Limitation of Liability

9.1 The Agency shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to:

• Loss of revenue

• Loss of profits

• Loss of data

• Loss of rankings or digital assets

9.2 In any event, the Agency’s maximum liability shall be limited to the total amount paid by the Client for services in the previous three (3) months.

10. Termination of Agreement

10.1 This Agreement shall commence on the date specified in the Order Form and will continue until terminated as outlined herein.

10.2 Either party may terminate this Agreement:

• With 30 days’ written notice in the event of a material breach that is not rectified within this period.

• Immediately, in cases of insolvency or bankruptcy.

11. Entire Agreement & Amendments

11.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether written or oral.

11.2 Any amendments must be agreed in writing and signed by authorised representatives of both parties.