Free Plan Agreement

1. Agreement:

You and Rankers.co.nz Limited (“Rankers”) agree to the following terms and conditions (“Agreement”) in connection with your Free Plan for Rankers’ website at www.rankers.co.nz (or such other URL as the website may subsequently be hosted at) (the “Website”).

2. Terms of Use:

The Terms of Use and Privacy Policy for the Website (the “Terms of Use”) also form part of this Agreement, provided that in the event of any conflict between the Terms of Use and this Agreement, this Agreement will take precedence to the extent of any conflict.

3. Posting Policy:

This clause (the “Posting Policy”) applies to any comments you post (“Replies”) on the page of the Website on which your business is ranked and reviewed (“Your Page”). You agree as follows:

1. (a) You may only post Replies in response to specific comments left by users on Your Page (”Comments”);

2. (b) All Replies must address the facts of the Comments only;

3. (c) Personal abuse, foul language, inappropriate subject matter or discriminatory remarks of any nature, as may be determined by Rankers in its sole discretion, are not permitted;

4. (d) All Replies must represent your genuine opinion of the matter in question and must be based on facts which can be proved by documented evidence which you agree to supply to Rankers at no cost immediately on request for such evidence by Rankers;

5. (e) You grant Rankers a perpetual, non-revocable royalty-free licence to:

6. (i) make use of any Replies as Rankers deems appropriate in relation to any of the Website, Materials (as defined in the Terms of Use) and Services (as defined in the Terms of Use) or the promotion of the same; and;

7. (ii) sub-license third parties, on such terms as Rankers deems appropriate, to make use of any Replies as Rankers deems appropriate in relation to any of the Website, Materials and Services or the promotion of the same;

8. (f) Rankers reserves the right without notice or explanation to:

9. (i) restrict or remove your ability to make Replies;

10. (ii) disallow the posting of any specific Replies;

11. (iii) edit any specific Replies; and/or

12. (iv) completely remove any Replies from Your Page.

4. Misuse of Your Page:

Rankers regards the integrity and independence of the information and reviews posted on the Website to be of the utmost importance and notwithstanding the provisions of the Posting Policy, Rankers reserves the right to take such other action as it acting at its sole discretion, deems necessary at any time to ensure such integrity and independence is maintained. Such action may include without limitation:

1. (a)Removing such reviews or other comments made anywhere on the Website as Rankers acting at its sole discretion deems appropriate;

2. (b)Removing such reviews or other comments made anywhere on the Website as Rankers acting at its sole discretion deems appropriate and imposing a twenty-five percent (25%) reduction in the ranking score percentage shown on Your Page for a period of six (6) months;

3. (c)Removing such reviews or other comments made anywhere on the Website as Rankers acting at its sole discretion deems appropriate, imposing a twenty-five percent (25%) reduction in the ranking score percentage shown on Your Page for a period of six (6) months and only allowing manual reviews collected by Rankers to be included on Your Page in the future; and

4. (d)Indicating on Your Page or anywhere else on the Website, any concerns Rankers may hold as to any actions it believes may have occurred which could be seen to impact on the integrity and independence of the information and reviews posted on the Website.

5. (e)Removing or editing content (including but not limited to text, photographs or images) from Your Page or anywhere else on the Website. Rankers retains the right to remove or edit content without notice.

5. Profile Page Content Policy:

You will be entitled to submit in the manner provided for on the Website such further information, company logo, photographs, product details in respect of your business for inclusion on the Profile Page as is allowed by Rankers from time to time (“Profile Page Content”). Rankers retains the absolute and sole discretion to edit or remove from the Website any Profile Page Content that it deems inappropriate or which it believes infringes the rights of any third party. Such content may include without limitation:

1. (a)Photographs or imagery with company brand graphics or taglines overlaid.

2. (b)Content with offensive or degrading language or imagery.

6. Ranking Score Percentage:

Provided you allow commissionable referrals to be referred to you, or bookable through Rankers by an agent, we will include you in the ranking tables [based on a rankings determined by Rankers in accordance with this clause 5]. If you do not allow commissionable referrals or you do not comply with any other referral requirements, we will not include you in the ranking tables. You acknowledge and agree that in determining rankings and the ranking score percentage that appears on your Profile Page or anywhere else on the Website that, subject at all times to the provisions of Misuse of Profile Page (clause 9) and the Posting Policy (clause 8), Rankers applies as its sees appropriate the following considerations in determining rankings and ranking score percentages:

1. (a) A ranking score percentage may include adjustments for credibility and relevancy, availability through direct referrals (in particular, your levels of website activity in relation to referrals), customer service, and promptness of replies;

2. (b) The average (mean) of all the customer reviews is the primary factor for determining a ranking score percentage;

3. (c) Fresh reviews are more relevant and as such carry a greater weight in determining a final ranking score percentage; and

4. (d) A reasonable number of rankings is necessary in order for a ranking score percentage to be credible. A ranking score percentage will be moderated where there are only a few reviews, provided further that you also acknowledge and agree that a ranking score percentage is used to sort experiences in ranking tables and is not necessarily a direct measurement of the quality of a particular experience as rated by its customers; and experiences with a decent number of recent and high-rating reviews will tend to sit higher in the ranking tables.

5. (e) Weightings of different criteria may differ from sector to sector.

6. 7. Widget Policy:

   In the event that you choose to make use of either of the ‘Ratings Widget’ or ‘Badge’ currently offered by Rankers from the Website (each a “Widget”) you acknowledge that you agree to the following terms and conditions (“Widget Policy”):

   1. (a) You will not in any way modify or alter:

   2. (i) the computer code provided to you by Rankers which comprises a Widget;

   3. (ii) the visual display of a Widget beyond the customisation controls provided by Rankers; or

   4. (iii) the content of a Widget beyond the customisation controls provided by Rankers;

   5. (b) Without in any way limiting any other term of this Agreement, and for the avoidance of doubt, Rankers does not take any responsibility for:

   6. (i) any issues which may arise as a result of the interaction between a Widget and your website; or

   7. (ii) any issues which may arise for any users of your website as a result of a Widget being included on your website;

   8. (c) Should an issue arise in respect of a Widget, you will contact Rankers immediately to resolve such issue;

   9. (d) Without in any way limiting any other term of this Agreement, and for the avoidance of doubt, you acknowledge that:

   10. (i) you accept that your use of a Widget is entirely at your own risk, and to the greatest extent permitted by law, under no circumstances will Rankers be liable to you for any loss, damage, costs or other expenses of any nature arising out of any dispute or claim or proceedings made by or bought against you which relate in any way to your use of a Widget; and

   11. (ii) Rankers owns the Widgets, all material or content reproduced therein and all associated intellectual property rights, and Rankers hereby grants you a limited licence to make use of the Widgets solely in accordance with this Widget Policy and the wider terms of this Agreement; and

   12. (e) Rankers at all times reserves the right at its sole discretion, and without prior notice to you, to suspend or terminate your use of a Widget.

7. 8. Rankers Account:

   You will need to have an operational Rankers account (“Rankers Account”) for the Website in order to post Replies and make use of your Open Ranker plan and by entering into this Agreement you are deemed to be requesting Rankers to create a Rankers Account for you if you do not already have one. You may not transfer your registration or any rights you may have in your Rankers Account to any other person or entity without the express written permission of Rankers. Rankers will not be required to accept your registration request for a Rankers Account until the Annual Fee has been received in full and Rankers has satisfied itself that all information you have provided to Rankers is true and accurate. For the avoidance of doubt, you acknowledge that you will have no ownership rights in your Rankers Account. You also agree that where Rankers allows at your request for individual users (“Sub-Users”) to be added to your Rankers Account and access any or all functionality provided by your Rankers Account, you will at all times remain entirely liable for the actions of any such Sub-Users in relation to your Rankers Account.

8. 9. Suspension/Termination:

   1. (a) Any provision of the Posting Policy;

   2. (b) Any provision of the Widget Policy;

   3. (c) Any provision of this Agreement;

   4. (d) Any provision of the Terms of Use; or

   5. (e) Any provision of any other agreement you have entered into with Rankers (including without limitation a Rankers Bids agreement). In addition, Rankers shall be entitled to suspend or cancel your Rankers Account if it considers suspension or cancellation is necessary for any other reason (such as for security reasons). In the event of cancellation or suspension of your Rankers Account, you agree that Rankers will not be required to provide you with any prior notice or explanation. Notwithstanding the cancellation or suspension of access to your Rankers Account, you agree you will remain fully liable for any outstanding liability owed to Rankers.

9. 10. Term of Agreement:

   This Agreement will have an overall term of three (3) years from the date it is agreed to by both parties (“Term”). Such Term will automatically renew at the conclusion of the initial three (3) year period and each subsequent three (3) year renewal period thereafter. Notwithstanding the foregoing, and subject at all times to Rankers’ rights pursuant to clause 6, either party may at any time terminate this Agreement and the Term by providing written notice to the other party (with email being sufficient) of such termination. Until such termination, this Agreement will continue in full force and effect. For the avoidance of doubt, following the termination of the Agreement and the Term, Rankers will still be entitled to collect and retain information from third parties in relation to your business, and to use and display such information on the Website in addition to any information also previously collected or displayed during the Term.

10. 11. Lost Data:

    In the event that any information or data held by Rankers or any third party on behalf of Rankers that relates to you, your Rankers Account or your use of your Rankers Account is lost, corrupted or otherwise no longer reasonably available or accessible as judged by Rankers in its sole discretion, you agree that Rankers will have no liability to you of any nature relating to any such information or data.

11. 12. Idemnity:

    You agree to indemnify Rankers on demand and keep Rankers indemnified for any loss or costs of whatever nature suffered by Rankers whether direct or consequential as a result of any breach by you of this Agreement or any Sub-User on your behalf. For the avoidance of doubt you further agree that should Rankers be required to incur costs in order to audit and investigate any suspected breach or non-compliance with any terms of this Agreement, (including for the avoidance of doubt but without limitation, in respect of any Comments or Replies included on Your Page or any other reviews or related or other material submitted for inclusion on or in relation to you or Your Page,) Rankers reserves the right to charge, and you agree to pay immediately on demand, an additional fee to cover the costs incurred by Rankers in respect of any such audits or investigations. Any such additional fee would include all costs attributed to the applicable audits and investigations by Rankers including staff time and as may be applicable any legal fees or other third party costs incurred by Rankers.

12. 13. Confidentiality of Passwords:

    You must keep all password and login information associated with your Rankers Account confidential and not disclose such information to any third party without first obtaining Rankers’ written consent. You will be solely responsible for all activities undertaken and/or costs incurred under the use of your password and login. You must notify Rankers immediately if you know or suspect that your Rankers Account has been accessed by a third party or your login or password details have been, or may have been, obtained by a third party. You will also be responsible and entirely liable for ensuring these terms are observed by any Sub-User including in respect of any Sub-User’s password and login (as applicable).

13. 14. Exclusion of Liability:

    To the greatest extent permitted by law, under no circumstances will Rankers, its employees, contractors or agents be liable to you in contract, tort, equity, statute, regulation or otherwise for any loss, damage, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by you or by any third party, whether direct or consequential (including without limitation any economic loss or other loss of turnover, profits, business or goodwill) arising out of any dispute or contractual, tortious or other claims or proceedings made by or bought against you which relate in any way to the Website, Materials and/or Services including without limitation in respect of any Comments or Replies or in respect of any failure or omission on the part of Rankers to comply with its obligations as set out in this Agreement.).

14. 15. Limitation of Liability:

    To the greatest extent permitted by law, in the event that any limitation or provision contained in this Agreement is held to be invalid or unenforceable for any reason and Rankers becomes liable for any loss or damage that would otherwise have been excluded, Rankers’ maximum liability in contract, tort, equity, statute, regulation or otherwise for any loss, damage or injury directly or indirectly arising in respect of this Agreement, the Website, Materials and/or Services, including without limitation in respect of any Comments or Replies, is to be limited to $50 in New Zealand currency.

15. 16. Disputes:

    In the event that you have a dispute in respect of this Agreement or relating to or arising from this Agreement you must immediately notify Rankers in writing giving details of the dispute. If Rankers and yourself cannot resolve the dispute within fourteen (14) days of receipt by Rankers of such notice then the dispute will firstly be submitted to mediation by a mediator agreed to by both yourself and Rankers or, failing agreement, appointed by the Arbitrators and Mediators Institute of New Zealand at the request of either party. If the matter is not resolved by mediation within fourteen (14) days from there, the matter will be submitted for arbitration in accordance with the Arbitration Act 1996 by a single arbitrator agreed to by both you and Rankers or, failing agreement, appointed by the Arbitrators and Mediators Institute of New Zealand at the request of either party. Unless agreed otherwise by Rankers, all such mediation and arbitration proceedings shall take place at such location in New Zealand or by such means (including without limitation teleconference or videoconference) as shall be chosen by Rankers acting entirely at its own discretion. All costs in relation to the staging of such proceedings (excluding for the avoidance of doubt any awards which may be made) shall be borne equally by the parties unless explicitly stipulated otherwise by the arbitrator or agreed otherwise by the parties.

16. 17. Jurisdiction:

    This Agreement is governed by and is to be interpreted in accordance with the laws of New Zealand and subject to clause 13 in all matters relating to or arising from this Agreement, you agree to submit to the exclusive jurisdiction of the Courts of New Zealand.

17. 18. Failure to Comply:

    Rankers shall not be liable for any failure to comply with the terms of this Agreement where such failure is due to circumstances beyond the reasonable control of Rankers.

18. 19. Waiver:

    If Rankers waives any rights available to it under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

19. 20. Severability:

    If any provision of this Agreement is held to be invalid, void, unenforceable or illegal for any reason, such provision shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force.

20. 21. No Partnership:

    This Agreement shall not be deemed to constitute a partnership or joint venture between you and Rankers.


21. 22. Further Rights:

    You agree to assist and co-operate with Rankers to do all such acts and execute any such further documents and instruments as Rankers may from time to time require to vest in or further assure to Rankers the rights granted to Rankers in this Agreement and for the protection and enforcement of the same.

22. 23. Variation:

    This Agreement may not be varied except by agreement in writing signed by you and Rankers.

23. 24. Assignment:

    You may not assign, transfer, sub-license or in any other manner make over to any third party the rights or obligations provided by this Agreement without Rankers’ prior written consent.

24. 25. Entire Agreement:

    This Agreement constitutes the entire agreement between you and Rankers in respect of its subject matter and supersedes any previous understandings or agreements on that subject matter.

25. 26. Retain a Copy:

    You should print out and retain a copy of this Agreement for your future reference.