Engagement Terms

Autorank AB

These Terms govern the AI search visibility services Autorank AB performs for clients under a signed statement of work. They are incorporated by reference into each offer. Subscription access to the Autorank platform is governed separately by the platform terms.

Edition 24 October 2026 · Version 1.0 · Governing law Sweden

These Terms are entered into between Autorank AB, a Swedish limited liability company (aktiebolag), reg. no. 559575-4093, registered address Östermalmsgatan 26 A, 114 26 Stockholm, Sweden (Autorank), and the client identified in the Statement of Work (the Client). Each is a Party; together, the Parties.

The version of these Terms that applies to a Statement of Work is the version in force on the date that Statement of Work is signed, identified by the edition date above. Later editions do not apply to it. See Section 20.6.

Part A — General Terms

These apply to every engagement, whatever its scope.

1. Definitions

"AI Search Platforms" means large language model assistants, generative answer engines and AI-generated search surfaces, including without limitation ChatGPT, Google AI Overviews and AI Mode, Perplexity, Claude, Microsoft Copilot, Gemini, and any successor or comparable services.

"Business Area" means a single, defined product line, service line or offering of the Client that requires its own set of search queries and/or its own competitor set, as identified in the applicable Statement of Work.

"Client Materials" means all data, content, credentials, trademarks, brand assets, product information and other materials provided by the Client to Autorank for the performance of the Services.

"Deliverables" means the reports, audits, recommendations, content, structured data, configurations and other work product created by Autorank specifically for the Client and delivered under a Statement of Work.

"Market" means a single defined combination of geography and language, as identified in the applicable Statement of Work.

"Services" means the AI search visibility, generative engine optimisation, consulting and related services described in a Statement of Work.

"Statement of Work" or "SOW" means a document executed by both Parties that references these Terms and describes the Services, deliverables, term and fees for a specific engagement. An offer, quotation or order form signed by both Parties is a Statement of Work for these purposes.

2. Services and Statements of Work

2.1 Autorank shall provide the Services described in one or more Statements of Work. Each Statement of Work shall reference these Terms and, upon signature by both Parties, form an integral part of the agreement between the Parties.

2.2 These Terms set out the general terms applicable to all Statements of Work. In the event of a conflict between these Terms and a Statement of Work, these Terms shall prevail, unless the Statement of Work expressly states that it derogates from a specified clause of these Terms.

2.3 Autorank shall perform the Services in a professional and workmanlike manner, with the degree of skill and care reasonably expected of a competent provider of similar services.

2.4 Autorank may use subcontractors, freelancers and third-party tools in the performance of the Services, and remains responsible for their performance as for its own.

2.5 Any service, deliverable, Business Area or Market not expressly identified in a Statement of Work is out of scope and shall only be performed if agreed in writing (including by email) between the Parties.

2.6 A Statement of Work may provide that the specific work to be performed within its scope is set out in a plan, opportunity report or similar document produced during the engagement and approved by the Parties in writing (including by email). Such a plan operates within the scope, capacity, fees and duration fixed by the Statement of Work, cannot vary them, and does not constitute an amendment for the purposes of Section 20.2.

3. Client Responsibilities

3.1 The Client shall, in a timely manner and at no cost to Autorank:

• provide accurate and complete Client Materials and information reasonably required for the Services;
• grant Autorank the access, permissions and credentials required to perform the Services, including to the Client's website, content management system, analytics, search consoles and any relevant third-party accounts;
• nominate a single point of contact with authority to give instructions, approvals and sign-offs;
• review and respond to requests for approval, feedback or input within five (5) business days; and
• implement, or permit Autorank to implement, the technical and content recommendations that the Parties have agreed shall be implemented.

3.2 The Client acknowledges that the Services depend on the Client's timely cooperation. Autorank shall not be liable for any delay, failure to meet a milestone, or reduction in results caused by the Client's failure to meet its obligations under this Section 3, and any timeline shall be extended accordingly.

3.3 The Client warrants that it owns or is licensed to use all Client Materials and that Autorank's use of them in accordance with these Terms will not infringe the rights of any third party.

4. Fees, Expenses and Payment

4.1 The Client shall pay the fees set out in each Statement of Work (the "Fees"). Unless stated otherwise in the Statement of Work, Fees are fixed for the term of that Statement of Work.

4.2 All Fees are stated exclusive of value added tax (VAT) and any other applicable taxes, duties or withholdings, which shall be added where applicable and borne by the Client. Where the Client is established outside Sweden, the Client shall provide a valid VAT registration number where applicable and the reverse charge mechanism shall apply where the conditions for it are met.

4.3 Third-party costs are not included in the Fees and are the Client's sole responsibility unless expressly stated otherwise in a Statement of Work. This includes without limitation advertising and media spend, software licences, subscriptions, data and monitoring tools, translation costs, and paid placements.

4.4 The Client shall reimburse Autorank for reasonable, documented out-of-pocket expenses incurred in performing the Services, provided such expenses have been approved in advance in writing by the Client.

4.5 Invoices are payable within fourteen (14) days of the date on which the invoice is sent, without deduction, set-off or counterclaim. Overdue amounts shall bear interest in accordance with the Swedish Interest Act (räntelagen 1975:635).

4.6 If any undisputed amount remains unpaid for more than fifteen (15) days after its due date, Autorank may, upon written notice and without liability, suspend performance of the Services until payment is received.

4.7 The Client shall notify Autorank of any disputed invoice within ten (10) days of receipt, setting out the grounds for the dispute in reasonable detail. Undisputed amounts remain payable when due.

5. Term and Termination

5.1 These Terms apply from the date the first Statement of Work referencing them is signed and remain in force until terminated in accordance with this Section 5. Termination automatically terminates all Statements of Work then in effect.

5.2 Each Statement of Work has the term set out in it. Unless the Statement of Work expressly provides for renewal, it terminates automatically on expiry of its term without notice and without any obligation on either Party to extend, renew or enter into a further Statement of Work.

5.3 Either Party may terminate the agreement for convenience upon thirty (30) days' prior written notice, provided that no Statement of Work is then in effect.

5.4 Either Party may terminate the agreement or any Statement of Work with immediate effect by written notice if the other Party (a) commits a material breach that is not remedied within fifteen (15) days of written notice specifying the breach, or (b) becomes insolvent, enters into liquidation, suspends payments, or becomes subject to bankruptcy or comparable proceedings.

5.5 Upon termination or expiry for any reason, the Client shall pay Autorank all Fees and approved expenses accrued for Services rendered up to the effective date of termination. Fees already paid in respect of a completed period are non-refundable.

5.6 Upon termination, each Party shall, at the other Party's request, return or delete the other Party's Confidential Information, save for copies required to be retained by law or held in routine backups. Autorank shall transfer to the Client the Deliverables paid for as at the date of termination, and shall relinquish access to the Client's accounts and systems.

5.7 Sections 1, 4, 6, 7, 8, 10, 11, 12, 14, 18 and 19 survive termination or expiry.

6. Intellectual Property

6.1 Each Party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in these Terms transfers ownership of a Party's background intellectual property to the other Party.

6.2 Subject to full payment of all Fees due, Autorank assigns to the Client all intellectual property rights in the Deliverables created specifically for the Client under a Statement of Work, to the extent such rights are assignable, for use in the Client's business without geographical or time limitation.

6.3 Section 6.2 does not apply to Autorank's methodologies, frameworks, prompt libraries, scoring models, benchmarks, templates, software, tooling, dashboards and general know-how, whether developed before or during the engagement (collectively, "Autorank IP"). Autorank IP remains the exclusive property of Autorank. To the extent Autorank IP is embedded in a Deliverable, Autorank grants the Client a non-exclusive, perpetual, worldwide, royalty-free licence to use it as part of that Deliverable for the Client's internal business purposes.

6.4 Autorank is free to use the general skills, knowledge, experience and know-how acquired in the course of performing the Services, and to provide similar services to other clients, including clients competing with the Client, subject always to Section 7.

6.5 The Client grants Autorank a non-exclusive, royalty-free licence to use the Client Materials, including the Client's trademarks and brand assets, solely for the purpose of performing the Services during the term.

7. Confidentiality

7.1 "Confidential Information" means any non-public information disclosed by one Party to the other in connection with the agreement, whether or not marked as confidential, that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

7.2 The receiving Party shall keep the disclosing Party's Confidential Information confidential, use it solely for the purpose of performing or receiving the Services, and disclose it only to those of its employees, subcontractors and advisers who need to know it and who are bound by confidentiality obligations no less protective than those set out here.

7.3 These obligations do not apply to information that is or becomes public without breach of these Terms, was lawfully known to the receiving Party without an obligation of confidentiality, is independently developed without use of the Confidential Information, or is required to be disclosed by law, regulation or a competent authority, provided the receiving Party gives prompt notice where legally permitted.

7.4 The obligations in this Section 7 survive for three (3) years after termination or expiry, and indefinitely in respect of trade secrets.

8. Data Protection

8.1 Each Party shall comply with applicable data protection legislation, including Regulation (EU) 2016/679 (the "GDPR").

8.2 Where Autorank processes personal data on behalf of the Client in providing the Services, the Client acts as controller and Autorank acts as processor. On either Party's request, the Parties shall enter into a data processing agreement meeting the requirements of Article 28 of the GDPR, which shall govern that processing.

8.3 Each Party acts as an independent controller in respect of the business contact details of the other Party's personnel processed for the purpose of administering the agreement. Autorank's processing as controller is described in its Privacy Policy at autorank.ai/privacy-policy.

9. Nature of AI Search Services; No Guarantee of Results

9.1 The Client acknowledges that AI Search Platforms are operated by independent third parties, are not under Autorank's control, and change their models, ranking systems, retrieval methods, citation behaviour, indexing and interfaces frequently and without notice.

9.2 Outputs of AI Search Platforms are probabilistic and non-deterministic. The same query may produce different answers, citations and brand mentions at different times, for different users, in different sessions and in different locations. Visibility measurements therefore represent observed samples at a point in time and not a guaranteed or reproducible state.

9.3 Autorank makes no representation, warranty or guarantee that the Services will result in any particular level of visibility, citation, mention, ranking, referral traffic, lead volume, conversion or revenue, or that any specific outcome will be achieved or maintained over time. Any projections, benchmarks, forecasts or examples are illustrative only.

9.4 Autorank shall perform the Services in accordance with the published terms of the relevant AI Search Platforms and shall not knowingly employ techniques designed to manipulate or deceive such platforms in breach of their terms. Autorank is not liable for any action taken by a third-party platform against the Client, including any suppression, removal, de-indexing or penalty.

9.5 The Client is solely responsible for reviewing and approving any content, claims or statements about its products or services before publication, and for ensuring their accuracy and compliance with applicable law, including marketing and advertising law.

10. Warranties and Disclaimer

10.1 Each Party warrants that it has full authority to enter into the agreement and that doing so does not conflict with any other agreement to which it is a party.

10.2 Except as expressly set out in these Terms, and to the maximum extent permitted by applicable law, the Services and Deliverables are provided without warranties of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

11. Limitation of Liability

11.1 Neither Party shall be liable for any indirect, incidental, special or consequential loss, or for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill or loss of data, however arising.

11.2 Each Party's total aggregate liability arising out of or in connection with the agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Fees paid by the Client to Autorank under the relevant Statement of Work during the six (6) month period immediately preceding the event giving rise to the claim.

11.3 The limitations in this Section 11 do not apply to liability for gross negligence or wilful misconduct, breach of Section 7 (Confidentiality), the Client's obligation to pay Fees, or any liability that cannot be limited under mandatory applicable law.

11.4 Any claim must be notified in writing to the other Party within six (6) months of the date on which the claiming Party became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim, failing which the claim is barred.

12. Indemnification

12.1 The Client shall indemnify and hold Autorank harmless against any third-party claim arising from (a) the Client Materials, (b) the Client's products, services or business, or (c) content published by or on behalf of the Client that the Client has approved, including any claim of intellectual property infringement, defamation, or breach of marketing or consumer protection law.

12.2 Autorank shall indemnify and hold the Client harmless against any third-party claim that a Deliverable created by Autorank, when used as permitted under these Terms, infringes that third party's intellectual property rights, excluding any claim arising from Client Materials or from modifications made by or on behalf of the Client.

12.3 The indemnified Party shall promptly notify the indemnifying Party of any claim, allow the indemnifying Party to control the defence and settlement, and provide reasonable cooperation at the indemnifying Party's cost.

13. Independent Contractor

Autorank performs the Services as an independent contractor. Nothing in these Terms creates an employment relationship, partnership, joint venture or agency between the Parties. Neither Party may bind the other or incur obligations on the other's behalf.

14. Non-Solicitation

During the term of the agreement and for twelve (12) months thereafter, neither Party shall actively solicit for employment or engagement any employee or contractor of the other Party who has been materially involved in the Services, without the other Party's prior written consent. This does not restrict general recruitment advertising not specifically targeted at such individuals, or the hiring of any person who responds to it.

15. Publicity and References

15.1 Autorank may identify the Client as a client and use the Client's name and logo on its website, in pitch materials and in other marketing materials.

15.2 Autorank may describe the work performed for the Client and the results achieved, including in case studies and in quantitative form, in the same materials. To the extent this permits disclosure of results, that disclosure is permitted notwithstanding Section 7.

15.3 The Client may withdraw the permissions in Sections 15.1 and 15.2 at any time on written notice. Withdrawal takes effect for future publication and distribution; Autorank is not required to recall or amend materials already published or distributed, but will cease further distribution of them within a reasonable period.

15.4 Autorank will not disclose the Client's pricing, commercial terms, unreleased products or other information the Client has designated in writing as not for publication, and will not attribute a quotation or testimonial to a named individual without that individual's approval.

16. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, epidemics, government action, failures of public telecommunications or power networks, and failures or discontinuation of third-party platforms or services. The affected Party shall notify the other without undue delay. If the circumstance persists for more than sixty (60) days, either Party may terminate the affected Statement of Work on written notice.

17. Assignment and Subcontracting

Neither Party may assign or transfer the agreement without the other Party's prior written consent, such consent not to be unreasonably withheld, except that either Party may assign it in its entirety to a successor in connection with a merger, reorganisation or sale of all or substantially all of its assets, upon written notice to the other Party.

18. Notices

18.1 Notices shall be in writing and sent to the notice details set out below for Autorank, and to the notice details set out in the Statement of Work for the Client, or to such other address as a Party notifies in writing. Notices sent by email are deemed received on the business day following dispatch, provided no delivery failure is received.

18.2

19. Governing Law and Dispute Resolution

19.1 The agreement is governed by and construed in accordance with the laws of Sweden, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 The Parties shall first seek to resolve any dispute amicably through good-faith discussions between senior representatives. Any dispute that is not resolved within thirty (30) days shall be settled by the Swedish courts, with the District Court of Stockholm (Stockholms tingsrätt) as the court of first instance.

19.3 Nothing in this Section prevents either Party from seeking interim or injunctive relief before any competent court.

20. Miscellaneous

20.1 Entire agreement. These Terms, together with any executed Statement of Work and its appendices, constitute the entire agreement between the Parties in respect of its subject matter and supersede all prior proposals, quotations, presentations and understandings, whether written or oral.

20.2 Amendments. Amendments to a Statement of Work, or to the Terms as they apply to it, must be in writing and signed by both Parties. For the avoidance of doubt, Autorank may not unilaterally change the terms that apply to a signed Statement of Work.

20.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be replaced by a valid provision reflecting the Parties' original intent as closely as possible.

20.4 Waiver. A Party's failure or delay in exercising a right does not constitute a waiver of that right.

20.5 Counterparts and electronic signature. A Statement of Work may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.

20.6 Versions of these Terms. Autorank may publish updated editions of these Terms from time to time. Each edition carries an edition date. The edition that applies to a Statement of Work is the edition in force on the date that Statement of Work is signed, and later editions do not alter it. Autorank will provide a copy of any earlier edition on request.

Part B — Standard Terms for Service Engagements

These apply in addition to Part A where the Statement of Work is for a Pilot or an Expansion. Where Part B conflicts with Part A, Part A prevails.

B1. Engagements, Objective and Scope

B1.1 These Terms provide for two kinds of service engagement, each an "Engagement": a Pilot, being a first, limited engagement, and an Expansion, being a subsequent engagement extending the work to further Business Areas and Markets. The Statement of Work states which kind of Engagement it is and how long it runs (the "Engagement Term"). Neither kind has a fixed length under these Terms.

B1.2 The objective of an Engagement is to improve how the Client is represented in AI Search Platforms for the Business Area(s) and Market(s) set out in the Statement of Work, and to establish the conditions for that representation to improve further over time (the "Objective").

B1.3 The Parties acknowledge that the specific activities required to pursue the Objective cannot be determined when the Statement of Work is signed, that they differ materially between clients and between markets, and that identifying them from live monitoring data is itself part of the Services. Accordingly, the Statement of Work fixes the objective, scope boundaries, cadence, duration and fee of the Engagement, and leaves the selection of activities to be determined during the Engagement Term in accordance with Section B5.

B1.4 An Engagement covers the Business Area(s) and Market(s) identified in its Statement of Work. For a Pilot the minimum scope is one (1) Business Area in one (1) Market. An Expansion covers the Business Areas and Markets the Client selects, which may include those covered by the Pilot. Any Business Area or Market not identified in the Statement of Work is outside scope, is quoted separately, and is included only where subsequently agreed in writing together with the corresponding additional fee.

B2. Technical Check Before the First Engagement

B2.1 Before the first Statement of Work is entered into, Autorank carries out a short technical review of the Client's website to establish whether the work contemplated can realistically take effect. Websites are sometimes built in a way that renders their content substantially inaccessible to AI crawlers and agents, and where that is the case Autorank raises it with the Client before any commitment is made, together with what would be required to remove the obstacle. The Client is therefore not asked to pay for an Engagement that cannot work.

B2.2 The outcome of that review is recorded in the Statement of Work. Where an obstacle of this kind becomes apparent after signature and was not reasonably identifiable in the review, Autorank will inform the Client promptly and the Parties will agree how to proceed, including whether the obstacle is addressed by the Client, addressed by Autorank as part of the Engagement, or worked around.

B2.3 Where an Expansion extends the work to a Market served by a different website or domain, Autorank carries out the same review for that property before the Expansion is entered into.

B3. Monitoring and Baseline

Autorank will establish monitoring of the Client's representation across the AI Search Platforms named in the Statement of Work, to be live within seven (7) days of the later of the Commencement Date and the date the Client grants the access required to establish it. Monitoring covers a set of prompts and competitors determined by Autorank for the Business Area and Market, which Autorank will share with the Client and may adjust during the Engagement Term as the data warrants. The first full measurement taken under this monitoring constitutes the Baseline.

B4. Opportunity Identification and Joint Decision-Making

B4.1 Throughout the Engagement Term, Autorank will analyse the monitoring data to identify opportunities to advance the Objective, and will carry out the activities agreed with the Client under Section B5, subject to Section B7.

B4.2 At the cadence set out in the Statement of Work, Autorank will provide a written Opportunity Update setting out progress since the previous update, the opportunities identified in the monitoring data, and the activities Autorank has prioritised. The Parties discuss the update at the recurring online meeting, which Autorank convenes and which the Client may attend or not as it prefers. Autorank will convene additional meetings where a decision warrants it.

B4.3 The first meaningful opportunities are normally presented once the monitoring established at kick-off has produced its first data, typically from the end of the first week.

B4.4 At the end of the Engagement Term, Autorank will repeat the Baseline measurement using the same methodology and deliver a written report and a sixty (60) minute review call covering results against the Baseline, the activities carried out, what worked, what did not, the limitations of the measurement, and a recommendation as to whether and how the approach should be extended (the "Final Readout"). The recommendation creates no obligation on either Party.

B5. Selection of Activities and Standard of Performance

B5.1 Opportunity-led method. Autorank determines, in its professional judgement and informed by the monitoring data, which opportunities to identify, how to assess them and in what order to present them. Before acting on any material category of activity, Autorank presents the opportunity to the Client together with what it proposes to do, and the Parties agree how to proceed. This applies in particular to technical changes and structured data on the Client's site, publication of content on the Client's own properties, work on how the Client is described in third-party sources, outreach to publications and directories, and participation in communities and forums.

B5.2 Division of decisions. Autorank decides what to analyse, what constitutes an opportunity and how work is prioritised and sequenced. The Client decides whether a presented opportunity is pursued. Where the Client declines an opportunity or does not respond within five (5) business days, Autorank proceeds with the next item in priority order, and Autorank is not responsible for any resulting effect on progress or results.

B5.3 Standard of performance. Autorank's obligation is to apply professional skill, judgement and diligent effort to the pursuit of the Objective throughout the Engagement Term, and to deliver the Fixed Deliverables in Section B6, in each case subject to the Client's decisions under Section B5.2.

B5.4 What is, and is not, a commitment. Save for the Fixed Deliverables, Autorank does not commit to a particular activity, volume of work, quantity of output or allocation of time, because what is worth doing is determined by monitoring data that does not exist when the Statement of Work is signed. An activity described in a proposal, presentation, discussion or Opportunity Update is therefore Autorank's assessment of what it expects at that time to be worthwhile, and does not by itself become a contractual commitment.

B5.5 Good faith in what Autorank says. Autorank will make such statements honestly and on a reasonable basis, and will not state or imply an expected activity, volume or result that it does not genuinely believe at the time it is made. Section B5.4 does not limit Autorank's liability for a statement made dishonestly or recklessly, and nothing in these Terms excludes or restricts liability for fraudulent misrepresentation.

B5.6 Making something binding. Where the Client wants certainty about a specific activity, volume or output, the Parties may record it in the Statement of Work as a Fixed Deliverable, and Autorank is then bound to deliver it. The Client may ask for this at any time before signature.

B5.7 Illustrative activities. Activities may include, without limitation: research, monitoring and analysis; creation and optimisation of content published on the Client's own properties; technical and structured-data work on the Client's properties; work to improve the consistency and accuracy of the Client's entity and brand data across third-party sources; outreach to third-party publications, directories, review sites and communities; participation in relevant community and forum platforms; and configuration of tracking and measurement. This list is illustrative of the character of the engagement and is not a list of committed deliverables.

B5.8 Where Autorank forms the view that an opportunity worth pursuing lies outside the boundaries in Section B8, it will inform the Client, and the activity will be performed only if the Parties agree in writing on the additional fees or costs.

B6. Fixed Deliverables

Autorank commits to the following, and only the following, as deliverables under an Engagement:

• Monitoring, live within seven (7) days of the Commencement Date or of the grant of access if later, and maintained throughout the Engagement Term.
• Opportunity Updates, in writing, at the cadence set out in the Statement of Work, each setting out progress, the opportunities identified and the activities prioritised.
• Platform access for the named Client users, on the terms in Section B10.
• Final Readout, comprising the written re-measurement report and review call described in Section B4.4.

B7. Approvals and Published Content

B7.1 Anything published externally in the Client's name, or attributed to the Client or its personnel, requires the Client's approval before publication, unless the Parties agree a different arrangement in writing (including by email). Where the Parties agree that Autorank may publish without prior approval, Autorank works within the Client's written brand and communications guidelines where provided, and reports what has been published in each Opportunity Update.

B7.2 Where approval is required, the Client shall respond within three (3) business days. Autorank is not responsible for opportunities lost through delayed approval, and timelines extend accordingly.

B7.3 The Parties may vary this arrangement at any time in writing, effective for activities not yet commenced.

B7.4 Disclosure and platform rules. Where a third-party platform or applicable law requires that a commercial relationship or sponsorship be disclosed, that disclosure will be made. Autorank will not publish content that misrepresents its authorship or the Client's commercial interest, and will not use techniques that breach the published terms of the relevant platform. The Client shall not instruct Autorank to do so.

B7.5 Content published without prior approval, where the Parties have agreed such an arrangement, remains the Client's content and the Client's responsibility as against third parties. The Client may require any item to be amended or removed on written notice, and Autorank will do so promptly where the platform permits.

B8. Scope Boundaries

B8.1 The Engagement Fee covers Autorank's work, time and expertise. It does not cover payments to third parties.

B8.2 The following are excluded from the Engagement Fee: advertising and media spend; sponsored placements, paid newsletter or publication slots and paid PR distribution; software, tooling, data and monitoring subscriptions procured for the Client; translation and localisation; production of video, audio and rich media; and software development beyond the Client's existing website and content systems. Where Autorank identifies such a cost as worth incurring, it will be presented to the Client, and is incurred only with the Client's prior written approval. Third-party costs are either paid directly by the Client or, where paid by Autorank with the Client's approval, reimbursed at cost under Section 4.4.

B8.3 Business Areas and Markets other than those in the Statement of Work are outside scope and are quoted separately.

B9. Client Responsibilities in an Engagement

In addition to Section 3, the Client shall provide access to its website and content management system, analytics and search console properties, existing brand and product documentation, and any prior audit or research relevant to the Business Area; provide its brand and communications guidelines where it wishes these to apply; nominate a contact able to give approvals within the timeframe in Section B7.2; and, where implementation depends on the Client's own systems or personnel, implement the agreed items or grant Autorank the access required to do so, without undue delay. Where the Client wishes Autorank to carry out technical optimisation or structured-data work directly, the Client shall provide Autorank with access to the relevant platform, site and source code; without such access Autorank can provide recommendations only. Delays in access or approval extend the timelines correspondingly.

B10. Platform Access and Ongoing Communication

B10.1 Autorank will provide access to its monitoring platform for the duration of the Engagement Term to as many named Client users as the Client requests, so that the Client can review monitoring data and progress at any time. Additional users are added on request at no charge.

B10.2 The Client may contact Autorank by email at any time and may request additional calls or meetings. Autorank will respond to email within two (2) business days and will accommodate reasonable meeting requests where practicable, in addition to the recurring calls. A pattern of requests that materially exceeds the agreed cadence may be treated as services outside scope under Section B5.8, on prior written notice to the Client.

B10.3 The platform is provided on an "as available" basis for the Client's internal use during the Engagement Term. Autorank gives no availability, uptime or continuity commitment in respect of it, and interruption or unavailability of the platform is not a breach. Access provided under the Engagement ends on expiry or termination of the Engagement Term; the Baseline, Opportunity Updates and Final Readout remain with the Client. The platform, its interface, methodology and underlying models are Autorank IP under Section 6.3.

B10.4 Figures displayed in the platform are continuously updated point-in-time samples and will fluctuate from day to day for the reasons set out in Section 9. They are provided for information and visibility into the work in progress. The formal assessment of the Engagement is the comparison of the Final Readout against the Baseline under Section B13.

B11. Term, Continuation and Lapse

B11.1 An Engagement commences on the date Autorank receives the Engagement Fee (the "Commencement Date") and continues for the period stated in the Statement of Work (the "Engagement Term"), unless terminated earlier in accordance with Section 5.

B11.2 The Statement of Work terminates automatically on expiry of the Engagement Term. It does not renew, extend or convert into a rolling engagement, and neither Party is under any obligation to continue.

B11.3 Continuation. Any continuation of the Services beyond the Engagement Term requires a new Statement of Work, negotiated in good faith and signed by both Parties. A further Engagement may extend the work to additional Business Areas and Markets, and more than one may follow in sequence. Neither Party is obliged to continue, and neither Party owes the other any compensation if it declines to do so. Scope, fees, duration and service levels for any further Engagement are agreed at that time and are not pre-committed by the current one.

B11.4 Other Autorank offerings. Autorank may offer the Client products or services that are not Services under these Terms, including subscription access to the Autorank platform otherwise than as part of an Engagement. Those are governed by their own terms, not by these Terms, and nothing here commits either Party to enter into them.

B11.5 Lapse for non-payment. If Autorank has not received the Engagement Fee within thirty (30) days of the date of last signature, the Statement of Work lapses automatically and neither Party has any further obligation under it, unless the Parties agree in writing to extend that period. These Terms remain in force, and the Parties may enter into a further Statement of Work at any time.

B12. Fees and Payment

B12.1 The Engagement Fee is a fixed fee for the Engagement Term. It is payable in full irrespective of the number, type or volume of activities carried out, and is not contingent on any result.

B12.2 The Engagement Fee is invoiced on signature and payable within fourteen (14) days. The Engagement commences upon receipt of the Engagement Fee in accordance with Section B11.1. Payment terms are otherwise as set out in Section 4.

B12.3 Unless the Statement of Work states otherwise, the following rates apply:

B13. Measurement

B13.1 Engagement performance is assessed by comparing the Final Readout measurement against the Baseline, using the same prompt set, competitor set, platforms and methodology.

B13.2 The Parties acknowledge Section 9. Measurements are point-in-time samples of non-deterministic systems, any indicator reported is not a performance guarantee, and the Engagement Fee is not contingent on any indicator being met.

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Edition 24 October 2026 · v1.0 · Earlier editions available on request