Terms and Conditions

1. Parties and acceptance

1.1 These Terms and Conditions (Agreement) are between Ripley Labs Pty Ltd (ABN 70 683 401 514, ACN 683 401 514) of Sydney, NSW, Australia (Ripley Labs, we, us or our) and the person or business that applies for or subscribes to the Services (Customer, you or your).

1.2 Ripley Labs provides Ripley Local, a Google Business Profile and Google Maps visibility service for Australian small businesses. We may offer other products and services in future. This Agreement covers your application for, and subscription to, Ripley Local.

1.3 You accept this Agreement when you:

a. apply for the Free Trial;

b. confirm your trial details and save a payment method; or

c. use the Services.

1.4 You confirm that you are at least 18 years old and that you have authority to enter into this Agreement for the business that will receive the Services.

1.5 This Agreement is a standard form contract offered to small businesses. You should read it together with our Privacy Policy.

2. Definitions

In this Agreement, capitalised terms have the meaning given below.

Account means the online account through which you access the Dashboard and manage your subscription.

Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Confidential Information means information disclosed by one party to the other that is by its nature confidential or is identified as confidential, including this Agreement, each party's intellectual property, business and operational information, know-how, pricing and customer information. It does not include information that is or becomes public other than through a breach of this Agreement, or that the receiving party already lawfully held or independently developed.

Customer Data means the data, information, text and materials you enter or upload into Ripley Local, or provide to us in connection with the Services, including your business information, target keywords, service-area information, Website information, Google Business Profile information, ranking data and audit data.

Dashboard means the online dashboard through which we report ranking data and performance.

Fees means the subscription fees for the plan you select, as set out in clause 7.

First Billing Date means the date on which your first monthly subscription charge is due after the Free Trial, being the eleventh day of the Free Trial.

Free Trial or Trial means the 10-day free trial described in clause 6.

Google Business Profile means your business listing on Google that displays your business information in Google Search and Google Maps.

GST means the goods and services tax imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means all intellectual property rights, including copyright, trade marks, designs, patents, know-how and trade secrets, whether registered or unregistered.

Local Plan means the lower-tier subscription plan for the Services, as described on our website.

Metro Plan means the higher-tier subscription plan for the Services, as described on our website.

Plan means the Local Plan or the Metro Plan, as selected by you.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Policy means our privacy policy published at ripleylabs.com.au.

Reports means the performance reports and audit outputs we make available to you through the Dashboard or by email.

Services means the Ripley Local subscription services for the Plan you select, as described on our website and in this Agreement, including the Dashboard, the Reports, onboarding, support and the Free Trial.

Website means your business website.

3. The Services

3.1 Ripley Local is a subscription service that works to improve the visibility of your business in Google Maps and Google local search results. Depending on the Plan you select, the Services include mapping your local keywords and service area, running a local visibility campaign on a third-party technology platform, producing supporting content that builds local relevance and authority, tracking your rankings across a service-area map grid, and reporting through the Dashboard and a fortnightly Report. The Metro Plan also includes ongoing backlink work.

3.2 The Local Plan and the Metro Plan differ in the size of the service area covered, the number of target keywords tracked, and the supporting work included. The features and scope of each Plan are described on our website at the time you subscribe. The Metro Plan covers a larger service area, tracks more keywords, and adds ongoing backlink building. Each subscription covers one business location and its service area. If you operate from more than one location, each location requires a separate subscription.

3.3 During the Free Trial we run an automated health check of your Website and Google Business Profile. After you move to a paid Plan, we produce a more detailed audit.

3.4 The Services do not include the following, and we do not:

a. request or receive administrative access to your Google Business Profile or Website;

b. make manual edits to your Google Business Profile or Website;

c. manage Google Ads or any other paid advertising; or

d. buy, create or arrange reviews. We recommend against any service that does.

3.5 We work on the relevance and prominence signals that influence local search. We do not control Google. Google determines local rankings on relevance, distance and prominence, and no one can request or pay Google for a better local ranking. We do not promise any specific ranking. See clause 9.

3.6 We may modify, add or remove features of the Services. Where a change is likely to have a material adverse effect on how you use the Services, we will give you notice in accordance with clause 18.

3.7 The Services may occasionally be unavailable during maintenance or for reasons beyond our reasonable control. Where maintenance is scheduled, we will give notice where practicable.

4. Customer responsibilities

4.1 To receive the Services, you should maintain a verified Google Business Profile with a visible business address, and a functional Website.

4.2 You agree to:

a. provide accurate and current business information, including contact details;

b. respond to onboarding and service requests within a reasonable time;

c. keep your login credentials secure and confidential;

d. ensure that each person who accesses your Account is authorised by you;

e. pay the Fees when due; and

f. use the Services lawfully.

4.3 You must not engage in fake reviews, misleading or deceptive conduct, or any other conduct that would breach the Australian Consumer Law, in connection with the Services. You must not ask us to do so.

4.4 You warrant that your Website and Google Business Profile content comply with applicable laws and do not infringe the rights of any third party.

4.5 We are not responsible for delays caused by your failure to provide information or approvals we reasonably require.

5. Acceptable use of the Dashboard

5.1 The Dashboard is provided for your internal business use. You must not:

a. share access with anyone who is not authorised by you, or with non-customers;

b. sell, resupply, sublicense or commercially exploit access to the Dashboard or the Services;

c. reverse-engineer, decompile or attempt to derive the source code, architecture or underlying processes of the Dashboard or the Services;

d. attempt to access data that does not belong to you, or extract data other than your own Reports and data;

e. interfere with, disrupt or overload the Services, or bypass security controls or usage limits; or

f. use the Services, or any output of the Services, in connection with fake reviews, misleading or deceptive conduct, or any other breach of the Australian Consumer Law.

5.2 We may suspend your access in accordance with clause 17 if you breach this clause or if your access creates a security, legal or operational risk.

6. The Free Trial

6.1 You apply for the Free Trial with your business details. We do not collect a payment method at application.

6.2 We review whether the Services are a fit for your business, usually within about one business day. This may include reviewing your Google Business Profile, Website, reviews, category and target area, and whether your category and area are already subject to the limit in clause 10. If we decide the Services are not a fit, we will tell you the reason by email, and no charge is made. You keep your Account regardless and can delete it at any time.

6.3 If the Services are a fit, we will email you the proposed target keywords and three dates: the trial start date, the day-10 review date, and the First Billing Date. To begin the Free Trial, you confirm these details and save a payment method. Saving your payment method is the final step before the Free Trial begins. If you do not confirm, your application expires and no charge is made.

6.4 The disclosure you acknowledge when you save your payment method records the Plan, the keywords, the three dates, and the first-charge amount (the monthly Fee plus GST). That confirmation is the binding record of what you agreed.

6.5 The Free Trial runs for 10 days from the confirmed trial start date. No charge is made during the Free Trial. Days 1 to 7 are the live campaign, and around days 8 to 10 you review the initial data, by call, email or recorded message, as you prefer.

6.6 On day 11, unless you have cancelled, we charge the first monthly Fee for your selected Plan, and your subscription continues month to month. We send a reminder email before your First Billing Date as a courtesy. The reminder is not a condition of the charge. The binding disclosure is the confirmation you acknowledged before saving your payment method.

6.7 You can cancel at any time during the Free Trial, through your Account or by email. If you cancel during the Free Trial, cancellation is immediate and no charge is made.

7. Fees, billing and GST

7.1 The subscription Fees are:

a. Local Plan: $1,640 per month, plus GST; and

b. Metro Plan: $2,840 per month, plus GST.

7.2 Fees are exclusive of GST. GST is calculated and added at checkout and shown on the tax invoice we issue. All amounts are in Australian dollars.

7.3 The Services are billed monthly in advance. The first charge is taken on the First Billing Date as described in clause 6, and each later charge on the corresponding day of each following month.

7.4 By saving a payment method, you authorise us, and our payment provider, to charge that payment method for:

a. the first monthly Fee on the First Billing Date, unless you cancel during the Free Trial; and

b. recurring monthly Fees until your subscription is cancelled.

7.5 If a payment fails, our payment provider will attempt to charge your payment method again over a period of about two weeks. We may suspend access during that period. If payment still fails at the end of that period, your subscription will be cancelled.

7.6 The Services are month to month. There is no minimum term beyond the current billing period.

7.7 We may change the Fees on at least 30 days' written notice, in accordance with clause 18.

8. Cancellation and refunds

8.1 You can cancel at any time, through your Account (self-service) or by email to support@ripleylabs.com.au.

8.2 If you cancel during the Free Trial, cancellation is immediate and no charge is made.

8.3 If you cancel after the Free Trial, cancellation takes effect at the end of your current monthly billing period. Your Services continue until the end of that period. We do not provide a pro-rata refund for the remainder of the billing period in which you cancel. This refund position is part of how the Services are priced as a month-to-month subscription with no minimum term, and it does not affect your rights under clause 14.

8.4 After cancellation, you can export your Reports. Your Dashboard data remains accessible to you on a read-only basis for one year from your last billing cycle, with no further updates. After one year, access to the Dashboard ends.

8.5 Your Account continues after cancellation so that you can use any other free services we offer. You can delete your Account and data at any time, subject to records we are required to keep by law.

8.6 Nothing in this clause limits the consumer guarantees under the Australian Consumer Law. See clause 14.

9. Performance and outcomes

9.1 We do not promise any specific Google ranking, position or result.

9.2 Google determines local rankings on relevance, distance and prominence. Our work influences relevance and prominence signals. The ranking decision is Google's.

9.3 Results vary depending on factors including your industry, your location, the strength of your Google Business Profile, your reviews, your Website, your target keywords, and the level of competition in your area.

9.4 The Dashboard and the Reports are the record of the work performed and the performance measured.

10. Same-area exclusivity

10.1 While you are on a paid Plan, we limit the number of directly-competing businesses we work with in your category and core service area, so that we are not working against a customer we already have.

10.2 How many competing businesses we work with in an area depends on how competitive that area is. In a tightly contested area, we may work with only one business in a category. In a less contested area, we may work with a small number.

10.3 We assess this at the fit review and will tell you where you stand before your Free Trial begins.

10.4 If we later become aware of a conflict, for example because another customer's service area expands into your category and core service area, we will notify the affected customer and take reasonable steps to manage the conflict.

10.5 This clause is a commitment we make to you about how we manage our own client intake. It does not give you any right over our commercial decisions outside your category and core service area, including clients in different categories, clients in different service areas, or clients whose work does not directly compete with yours.

11. Intellectual property and data

11.1 You own your Customer Data, your Website content, and your Google Business Profile content. You warrant that you have the rights and consents needed to provide your Customer Data to us and to allow us to use it as described in this clause.

11.2 You grant us a non-exclusive licence to use your Customer Data only as needed to provide and support the Services. We may also use aggregated and de-identified data, which does not identify you or any individual, to maintain and improve the Services. We do not acquire any other right to use, modify, publish or transmit your Customer Data or content, and we do not use your data to develop products unrelated to the Services.

11.3 We own Ripley Local, including the platform, the Dashboard, the reporting and audit templates, our software, and our marks and materials, together with all related Intellectual Property Rights.

11.4 While you are subscribed and have paid the applicable Fees, we grant you a non-exclusive, non-transferable licence to use the Services as we authorise. We license the Reports and audit outputs to you for your internal business use.

11.5 Any use of your data, results, business name or logo for case studies, testimonials or marketing is separate from this Agreement and requires your express opt-in consent. This Agreement does not grant that consent.

12. Confidentiality

12.1 Each party must keep the other's Confidential Information confidential and use it only for the purposes of this Agreement.

12.2 A party may disclose Confidential Information to its personnel, contractors and advisers who need it for the purposes of this Agreement and who are under similar confidentiality obligations, with the other party's consent, or where required by law or a regulator.

12.3 Each party must protect the other's Confidential Information with at least reasonable care, and at least the same care it uses for its own confidential information of a similar kind.

13. Privacy and data protection

13.1 We collect, hold, use and disclose personal information in accordance with our Privacy Policy and the Privacy Act.

13.2 Each party must promptly notify the other if it becomes aware of an eligible data breach affecting personal information provided under this Agreement, consistent with the Notifiable Data Breaches scheme under the Privacy Act.

14. Australian Consumer Law

14.1 Nothing in this Agreement excludes, restricts or modifies any right, guarantee, warranty, condition or remedy that applies under the Australian Consumer Law or any other law and cannot lawfully be excluded, restricted or modified.

14.2 Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us, and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage.

14.3 If the failure does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to cancel your contract and obtain a refund for the unused portion of the contract.

15. Disclaimers and limitation of liability

15.1 We provide the Services with due care and skill. To the extent permitted by law, and subject to clause 14, we do not give any other warranty, express or implied, about the Services, including any implied warranty of fitness for a particular purpose, and we do not warrant that the Services will be uninterrupted, error-free or achieve a particular commercial outcome.

15.2 To the extent permitted by law, and subject to clause 14, neither party is liable to the other for any indirect or consequential loss, or for loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, or loss of data.

15.3 To the extent permitted by law, and subject to clause 14, our total aggregate liability to you arising out of or in connection with this Agreement is limited to the total Fees you paid to us in the 12 months immediately before the event giving rise to the liability.

15.4 Nothing in this clause limits:

a. any liability that cannot be excluded or limited by law, including under the Australian Consumer Law;

b. either party's liability for fraud or wilful misconduct; or

c. your liability to pay the Fees.

16. Indemnities

16.1 You indemnify us against any loss, liability or cost we reasonably incur arising from a third-party claim relating to your Customer Data, your Website or Google Business Profile content, or your breach of clause 4 or clause 5.

16.2 We indemnify you against any loss, liability or cost you reasonably incur arising from a third-party claim that the Services, used as authorised under this Agreement, infringe that third party's Intellectual Property Rights.

16.3 A party seeking to rely on an indemnity must promptly notify the other of the claim, allow the other to conduct and settle the defence of the claim, and provide reasonable assistance. The party conducting the defence must not settle a claim in a way that imposes an obligation on the other party without that party's consent, which must not be unreasonably withheld.

16.4 Each indemnity is reduced proportionally to the extent the relevant loss was caused or contributed to by the indemnified party or its personnel. An indemnified party must take reasonable steps to mitigate its loss.

17. Suspension and termination

17.1 You can cancel at any time under clause 8. Cancellation during the Free Trial is immediate. After the Free Trial, it takes effect at the end of the current billing period.

17.2 We may suspend your access to the Services where:

a. you have not paid Fees that are due, after the retry cycle in clause 7.5;

b. we reasonably suspect a breach of clause 5;

c. your use of the Services poses a security, legal or operational risk to our systems or other customers; or

d. suspension is required by law or by a third-party platform we rely on.

17.3 We may terminate this Agreement where:

a. you fail to pay Fees that are due and the failure continues after the retry cycle in clause 7.5;

b. you commit a material breach of this Agreement that can be remedied and you do not remedy it within 14 days after we notify you;

c. you breach clause 5 in a way that cannot reasonably be remedied; or

d. you engage in abusive or threatening conduct towards our team.

17.4 We may terminate this Agreement for convenience on reasonable written notice, effective at the end of the current billing period. You will not incur any penalty for our termination, and we will refund any prepaid Fees for an unused period.

17.5 On termination, Fees payable up to the effective date of termination remain payable. Clauses 8.4 and 8.5 continue to apply. Clauses that by their nature should survive termination, including clauses 11, 12, 14, 15 and 16, survive.

18. Changes to these Terms, the Services or the Fees

18.1 We may change this Agreement, the Services or the Fees by giving you at least 30 days' written notice before the change takes effect.

18.2 If a change is material and adversely affects you, you may terminate your subscription before the change takes effect, without penalty, by cancelling under clause 8.

18.3 If you continue to use the Services after a notified change takes effect, you are bound by the change.

18.4 We will not rely on this clause to vary this Agreement in a way that would be unfair under the unfair contract terms regime in the Australian Consumer Law.

19. Force majeure

19.1 Neither party is liable for any failure or delay in performing its obligations, other than an obligation to pay money, to the extent the failure or delay is caused by something beyond its reasonable control, including natural disasters, war, civil unrest, industrial action, epidemic or pandemic, government action, and failures of telecommunications, the internet, payment networks or third-party infrastructure.

19.2 The affected party must take reasonable steps to mitigate the effect of the event and resume performance as soon as reasonably practicable.

20. Dispute resolution

20.1 If a dispute arises, either party may give the other written notice describing it.

20.2 The parties will first try to resolve the dispute through good-faith negotiation.

20.3 If the dispute is not resolved within 30 days after notice is given, either party may refer it to mediation administered by the Australian Disputes Centre before starting court proceedings.

20.4 Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief.

20.5 Subject to this clause, the courts of New South Wales have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

21. General

21.1 This Agreement is governed by the laws of New South Wales, Australia.

21.2 Notices must be in writing and may be given by email. We will send notices to the email address associated with your Account. You can send notices to us at admin@ripleylabs.com.au. You can also cancel through your Account as described in clause 8.

21.3 You may not assign or transfer your rights or obligations under this Agreement without our prior written consent, which must not be unreasonably withheld. We may assign or novate this Agreement to a related body corporate, or in connection with a sale or restructure of our business, on notice to you, provided the transfer does not materially reduce your rights under this Agreement.

21.4 If any part of this Agreement is invalid or unenforceable, it is severed to the extent necessary and the rest continues.

21.5 This Agreement, together with the checkout confirmation, your Plan details and any document expressly incorporated by reference, is the entire agreement between the parties about its subject matter and replaces any earlier representation or agreement. Nothing in this clause excludes liability for misleading or deceptive conduct under the Australian Consumer Law.

21.6 A failure or delay by a party in exercising a right is not a waiver of that right.

21.7 The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

22. Contact

Ripley Labs Pty Ltd ABN 70 683 401 514 Email: admin@ripleylabs.com.au Website: ripleylabs.com.au

23. Effective date and version

This policy is effective from June 8th, 2026. Version 1.2.