Terms of service

1. About these terms

These Terms of service (the “Terms”) govern the supply of online reputation management services by Noxvik Ltd to its business clients. They apply alongside any written order form, statement of work, or schedule we agree with you (each, an “Order”). Together they form the agreement between us (the “Agreement”).

These Terms are intended for business-to-business contracts. Nothing in the Agreement is intended to grant rights to consumers within the meaning of the Consumer Rights Act 2015, and we contract on the basis that you are not a consumer.

2. Definitions

The following defined terms apply throughout the Agreement:

Noxvik / we / us / our

Noxvik Ltd, a company registered in England and Wales under number 17171815, with registered office at Office 18553, 182-184 High Street North, East Ham, London, E6 2JA.

Client / you / your

The business named on the Order who engages us to provide the Services.

Services

The online reputation management services described in the Order, including review monitoring, response drafting and publishing, profile optimisation, reporting, and any additional services agreed in writing.

Plan

The service tier you have selected (currently Essentials or Growth), together with any add-ons recorded in the Order.

Fees

The monthly subscription fees, one-off setup fees, and any other charges payable under the Order.

DMCC Act

The Digital Markets, Competition and Consumers Act 2024 and any regulations or guidance made under it.

UK GDPR

The retained EU law version of the General Data Protection Regulation, as supplemented by the Data Protection Act 2018.

PECR

The Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended.

Platforms

The third-party review and listing platforms we administer on your behalf. Google Business Profile is managed as standard; Trustpilot, Facebook, Yelp and any others recorded in the Order are managed on a reasonable-endeavours basis to the extent that Platform’s policies and available access permit.

Business Day

A day other than a Saturday, Sunday, or public holiday in England.

Working Hour

An hour within the published opening hours of Noxvik (Monday to Thursday 9:00-13:00, Friday 9:00-17:00), excluding public holidays in England.

3. Engagement and acceptance

The Agreement begins on the earliest of:

1. the date we counter-sign the Order;
2. the date you pay our first invoice; or
3. the date you give us written instructions to begin work.

If there is any conflict between these Terms and an Order, the Order prevails. If there is a conflict between any provision of the Agreement and an email, message, or oral statement, the Agreement prevails unless we have signed a written amendment.

4. The services we provide

The Services delivered under your Plan are described on our website and in your Order. Typical inclusions are summarised below; the controlling description is the one in your Order.

4.1 Review monitoring and response

• Regular monitoring during our published opening times of the Platforms recorded in your Order.
• Drafting and publishing a professional, on-brand response to every review within the response time set out in section 10.
• Every response is reviewed by a person at Noxvik before publication.

4.2 Review generation

• Setting up and operating a review invitation programme via SMS and email on both Plans.
• Sending invitations to your customers using contact details you provide and have a lawful basis to share.
• Designing invitation templates in your brand voice.

4.3 Profile optimisation

• Ongoing maintenance of your listing information, including opening hours, services, categories, photographs, and Q&A.
• Coordination of Platform features such as posts and offers, where included in your Plan.

4.4 Reporting and strategy

• A monthly performance report covering review velocity, rating changes, and response performance. The Growth Plan report additionally includes competitor benchmarks.
• A monthly 20-minute strategy call on the Growth Plan.
• Quarterly compliance and content review on the Growth Plan.
• A DMCC Act 2024 compliance audit of your review practices at onboarding, reviewed annually, on every Plan.

4.5 Disputes and takedowns

• Where a review violates a Platform’s published policies, we will, on your instruction, submit a takedown or dispute request on your behalf.
• Final decisions on review removal are made by the Platforms; we cannot guarantee a particular outcome.
• Dispute flagging is available on every Plan on a reasonable-endeavours basis; the Growth Plan includes prioritised handling of up to 3 dispute submissions per month.

5. Your responsibilities

To allow us to deliver the Services effectively, you agree to:

• Provide accurate, complete, and up-to-date information about your business, brand voice, services, and opening hours.
• Grant and maintain the access permissions we reasonably need on each Platform (for example, “Manager” access on Google Business Profile).
• Provide contact details for your customers only where you have a lawful basis under the UK GDPR and PECR to share them with us for the purpose of review invitations.
• Respond to our reasonable requests for input, approvals, or clarification within five Business Days, unless an alternative timeframe is agreed.
• Inform us promptly of any complaints, regulatory notices, or material changes to your business that could affect the Services.
• Comply with all applicable laws, including the DMCC Act, the UK GDPR, PECR, and the published terms of each Platform.
• Not instruct us to do anything that we reasonably consider would breach the DMCC Act, a Platform’s terms, or any other applicable law.

Delays caused by your failure to meet these responsibilities are not a breach of our service levels and may lead to a corresponding adjustment to deliverables.

6. Onboarding and timelines

Onboarding typically takes 7 to 14 Business Days from the start date and includes:

1. A kick-off call and onboarding questionnaire.
2. Access setup on the Platforms recorded in your Order.
3. Drafting and approval of your brand voice guide and response templates.
4. Configuration of the review invitation programme, including any SMS sender ID and email sender domain.
5. A “go-live” check before responses are published or invitations sent.

The one-off setup fee specified in your Order covers this onboarding work. If onboarding is delayed by more than 30 days as a result of factors within your control, we may suspend the timeline or recharge for additional work.

7. Fees, payment, and invoicing

7.1 Charges

Fees are set out in your Order. The setup fee is invoiced on signature of the Order and is non-refundable. The monthly subscription fee is invoiced in advance on the first Business Day of each calendar month.

7.2 Payment terms

Invoices are payable within 14 days of issue by bank transfer, Direct Debit, or recurring card. Time of payment is of the essence.

7.3 Late payment

If an undisputed invoice is not paid by its due date, we may:

• charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until the date of actual payment;
• claim the fixed compensation due under section 5A of that Act;
• recover reasonable costs of collection; and
• suspend the Services immediately on written notice if any sum is more than 14 days overdue.

You remain liable for all Fees during any period of suspension.

7.4 Annual billing

After the initial term, if you elect to pay annually in advance, you will receive the discount stated on our pricing page (currently 10 per cent). Annual fees are non-refundable, save where required by law or where you have terminated the Agreement for our material breach.

7.5 Price changes

After the first 12 months, we may change our standard Plan prices once per 12-month period on no less than 30 days’ written notice, capped at the higher of CPI plus 3 per cent or 7 per cent. Existing minimum terms are honoured at the rate in your Order.

7.6 Expenses and add-ons

Any pre-approved out-of-pocket expenses (such as paid promotion or premium third-party tools) are invoiced at cost. SMS costs are included in the monthly fee.

7.7 Chargebacks

You will not initiate a chargeback before exhausting our complaints procedure. An unjustified chargeback is a material breach of the Agreement. If a chargeback is reversed, we may invoice the original sum plus a £35 administration fee.

8. Term, renewal, and cancellation

8.1 Initial term

Unless otherwise agreed in your Order, the Agreement has an initial term of three (3) calendar months from the start date. During this initial term you may cancel for convenience at any time by giving 30 days’ written notice to hello@noxvik.com, with no early-termination charge or penalty; you remain liable only for Fees up to the end of that 30-day notice period.

8.2 Renewal

After the initial term, the Agreement renews automatically for successive 12-month minimum terms until terminated in accordance with section 8.3.

8.3 Cancellation

After the initial term, either party may end the Agreement for convenience by giving the other no less than 30 days’ written notice expiring at the end of the then-current 12-month minimum term. Notice must be given by email to hello@noxvik.com and acknowledged by us in writing.

8.4 Effect of cancellation

• If you cancel during the initial term under section 8.1, you remain liable for Fees only up to the end of the 30-day notice period. If the Agreement is cancelled after the initial term, you remain liable for Fees up to and including the last day of the then-current 12-month minimum term.
• We will continue to deliver the Services until the end of the notice period.
• We will return or delete client materials in line with section 15.
• Any provisions intended to survive (including liability, confidentiality, and governing law) remain in force.

9. Pauses, downgrades, and add-ons

• Pauses. You may request a service pause of up to 30 days in any 12-month period, subject to a 50 per cent retainer fee for that period to preserve your slot and Platform connections.
• Downgrades. Plan downgrades take effect at the start of the next calendar month following a written request and may be subject to a minimum 30 days’ notice.
• Upgrades and add-ons. Upgrades take effect immediately and are pro-rated for the remainder of the current month.
• Additional locations. Each additional location is charged at the rate set out in your Order or on our pricing page.

10. Service levels

Subject to your cooperation under section 5, we aim to meet the following service levels:

• Response time. We aim to publish a response to every review within 24 Working Hours of it being detected on a Platform we monitor.
• Critical reviews. Reviews rated 1 or 2 stars, or flagged by you as urgent, are treated as a priority and we aim to acknowledge them within 4 Working Hours.
• Reporting. Monthly reports are delivered by the tenth Business Day of the following month.
• Support. Email support is available during our published opening hours and replies are sent within one Business Day.

These service levels are good-faith targets, not guarantees. They do not carry a service credit or other remedy; our sole obligation is to perform the Services with reasonable care and skill.

11. DMCC Act 2024 compliance

The Digital Markets, Competition and Consumers Act 2024 prohibits a range of unfair commercial practices in connection with consumer reviews. We build compliance with the DMCC Act into our standard process and we ask the same of you. The following are commitments by both parties:

11.1 What we will never do

• Write, commission, post, or pay for a fake review.
• Submit a review on behalf of any person who has not in fact had the customer experience described.
• Offer or facilitate any incentive that is contingent on a positive review.
• Suppress, hide, or selectively filter genuine reviews to misrepresent the overall consumer experience.
• Misrepresent the source, age, or verification status of a review.

11.2 What you agree

• You will not instruct us to do any of the things in section 11.1.
• You will share customer contact details only where the customer has actually done business with you and only for the purpose of inviting a genuine review.
• You will tell us promptly if any of your reviews have been generated through incentives or other arrangements that may need disclosure under the DMCC Act.
• You will not ask us to anonymise or rebrand a reviewer’s identity in a way that misleads consumers.

11.3 Consequences of non-compliance

If we reasonably believe that an instruction would put either of us in breach of the DMCC Act, we will refuse to act on it and may suspend or terminate the Agreement under section 21. We will document our concerns in writing and give you a reasonable opportunity to put forward an alternative course of action.

12. Use of third-party platforms

The Services rely on third-party Platforms over which we have no control. You acknowledge and agree that:

• Each Platform is governed by its own terms of service, content policies, and reviewer policies, which take precedence over anything we could agree on the Platform’s behalf.
• A Platform may at any time change its policies, suspend a profile, remove content, restrict access, or alter the features available to us. We are not liable for any such change.
• Where a Platform requires the business itself to take an action (such as identity verification or approving a takedown), you will do so promptly on our request.
• If a Platform notifies us that a review-related activity violates its policies, we will pause that activity and seek revised instructions from you.

13. Intellectual property

13.1 Client materials

You retain all rights, title, and interest in your brand, logos, photographs, marketing copy, customer lists, and any other materials you provide to us (“Client Materials”). You grant us a non-exclusive, royalty-free licence to use the Client Materials solely for the purpose of providing the Services for the term of the Agreement.

13.2 Noxvik materials

We retain all rights, title, and interest in our methodology, brand voice frameworks, template libraries, dashboards, reports, prompt structures, and software (“Noxvik Materials”). Subject to payment of the Fees, we grant you a non-exclusive, non-transferable licence to use the deliverables we publish to your Platforms for your normal business purposes.

13.3 Aggregate insights

We may use anonymised and aggregated data derived from the Services to improve our methodology, refine our processes, and produce industry benchmarks. We will not include data that could reasonably identify you or your customers.

13.4 Case studies

With your prior written consent (not to be unreasonably withheld), we may name you as a client and reference the high-level results we have helped you achieve. You may withdraw consent at any time on 30 days’ notice.

14. Confidentiality

Each party will keep confidential any information identified as confidential or that ought reasonably to be treated as confidential. Confidential information may be used only for the purposes of the Agreement and disclosed only to employees, contractors, and professional advisers who need to know it and who are under equivalent duties of confidence.

Confidential information does not include information that is or becomes public other than through breach, was already known by the recipient free of any duty of confidence, or is independently developed. Either party may disclose confidential information where required by law, regulation, or a competent authority, provided that, where lawful, it notifies the other party first.

The obligations in this section survive for three years after termination of the Agreement.

15. Data protection

Each party will comply with its obligations under the UK GDPR, the Data Protection Act 2018, and PECR. Our handling of personal data is described in our Privacy policy.

15.1 Controller status

You are the controller of personal data on your Platforms and in your customer lists. We act as your processor in respect of that data and only on your documented instructions.

15.2 Article 28 terms

Where we process personal data on your behalf, we will:

• Process personal data only on your documented instructions, except where required by law.
• Ensure that personnel authorised to process personal data are bound by appropriate confidentiality obligations.
• Implement appropriate technical and organisational measures consistent with Article 32 of the UK GDPR.
• Engage sub-processors only on the basis of equivalent data protection obligations and notify you of changes to our sub-processor list, allowing you a reasonable opportunity to object.
• Assist you, taking into account the nature of processing, in responding to data-subject rights requests and in fulfilling your security, breach-notification, and data-protection-impact-assessment obligations.
• At your choice, delete or return all personal data after the end of the Services, save where retention is required by law.
• Make available all information necessary to demonstrate compliance and allow for, and contribute to, audits in accordance with section 15.3.

15.3 Audit rights

You may audit our compliance with this section on 30 days’ written notice, no more than once in any 12-month period, during normal business hours, and subject to reasonable confidentiality protections. We may satisfy audit requests by providing relevant policies, certifications, and the results of independent reviews where available.

15.4 International transfers

Where personal data is transferred outside the UK, we apply the safeguards described in our Privacy policy.

16. Subcontracting

We may engage subcontractors and sub-processors to help deliver the Services (for example for hosting, email delivery, payments, or specialist content support). We remain responsible to you for the acts and omissions of our subcontractors as if they were our own.

17. Warranties

17.1 Our warranties

We warrant that:

• We have the right and authority to enter into the Agreement.
• The Services will be provided with reasonable skill and care, in line with section 13 of the Supply of Goods and Services Act 1982 and the standards expected of a competent provider of online reputation management services.
• We will comply with all laws applicable to us in the provision of the Services, including the UK GDPR, PECR, and the DMCC Act.

17.2 Your warranties

You warrant that:

• You have the right and authority to enter into the Agreement.
• You will comply with all laws applicable to you, including the UK GDPR, PECR, the DMCC Act, the Companies Act 2006, and any sector-specific rules (for example, those of the General Dental Council, RICS, or trading-standards regimes).
• The Client Materials you supply do not infringe any third-party rights and are accurate and not misleading.
• You have a lawful basis to share with us any personal data relating to your customers or staff.

17.3 No other warranties

Save as expressly set out in the Agreement, all terms, warranties, and conditions implied by statute or common law are excluded to the fullest extent permitted by law. We do not warrant any particular star rating, search ranking, or review volume.

18. Limitation of liability

18.1 Liability that cannot be limited

Nothing in the Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

18.2 Excluded losses

Subject to section 18.1, neither party is liable to the other (whether in contract, tort, breach of statutory duty, or otherwise) for any:

• loss of profit, revenue, or anticipated savings;
• loss of goodwill, reputation, or business opportunity;
• loss or corruption of data, except to the extent caused by our breach of section 15;
• indirect, special, or consequential loss; or
• loss arising from the act, omission, or change of policy of any third-party Platform.

18.3 Cap on aggregate liability

Subject to sections 18.1 and 18.2, each party’s total aggregate liability to the other in any rolling 12-month period (whether in contract, tort, breach of statutory duty, or otherwise) is limited to 100% of the Fees paid by you under the Agreement in the 12 months immediately preceding the event giving rise to the claim. If the claim arises in the first 12 months, the cap is 100% of Fees paid to date.

18.4 Time limit for claims

No claim may be brought unless notified in writing within 12 months of the claimant first becoming aware of the facts giving rise to it. The statutory limitation period under section 5 of the Limitation Act 1980 is unaffected.

19. Use of technology and automated tools

We may use automated tools, including artificial intelligence and large language model technologies, to assist us in delivering the Services. Typical uses include monitoring review platforms, drafting candidate responses for human review, summarising review trends, and analysing rating data for inclusion in your reports.

19.1 Human review and approval

All outputs that are generated or assisted by automated tools are reviewed and approved by a person at Noxvik before they are published to any Platform on your behalf or sent to you. No review response, public-facing communication, or client report leaves Noxvik in a form that has not passed human review.

19.2 Accuracy of automated outputs

While we take reasonable steps to verify the accuracy of outputs produced with these tools, automated systems can occasionally produce inaccurate, incomplete, biased, or otherwise unexpected results. You will let us know promptly if you become aware of any such issue so that we can correct it.

19.3 Liability for automated outputs

Noxvik accepts no liability for AI-generated or automated outputs beyond what is set out in the limitation of liability provisions in section 18. The carve-outs, excluded losses, and aggregate cap in section 18 apply equally to claims arising from or in connection with automated or AI-assisted outputs. Nothing in this section creates additional liability beyond those provisions.

20. Indemnity

You will indemnify and hold us harmless against all losses, costs, claims, and expenses we suffer or incur arising out of or in connection with:

• your breach of section 5 (Your responsibilities), section 11 (DMCC Act compliance), or section 17.2 (Your warranties);
• any third-party claim that Client Materials infringe their rights; or
• any enforcement action under the DMCC Act, the UK GDPR, or PECR that arises from your instructions or your underlying business conduct, save where we have failed to act with reasonable skill and care.

We will notify you of any claim subject to this indemnity, allow you to control the defence (subject to our reasonable instructions), and provide reasonable assistance at your cost.

Your liability under this indemnity is subject to the aggregate liability cap in section 18.3.

21. Termination

21.1 Termination for convenience

You may terminate for convenience during the initial term under section 8.1. After the initial term, either party may terminate for convenience in accordance with section 8.3.

21.2 Termination for cause

Either party may terminate the Agreement immediately by written notice if the other:

• commits a material breach of the Agreement which is not capable of remedy or which it has failed to remedy within 14 days of a written notice requiring it to do so;
• fails to pay any undisputed sum on its due date and the failure continues for 14 days after written notice;
• becomes insolvent, enters administration, has a receiver appointed, makes an arrangement with its creditors, or ceases or threatens to cease trading; or
• commits or instructs the other party to commit an act that the terminating party reasonably considers would breach the DMCC Act, the UK GDPR, PECR, or applicable anti-bribery laws.

21.3 Effect of termination

On termination for any reason:

• all outstanding undisputed invoices become immediately payable;
• we will provide a reasonable handover at our standard rates, where requested in writing;
• we will revoke our access to your Platforms and return or delete personal data in line with section 15; and
• accrued rights and remedies, and any provisions intended to survive, continue to apply.

22. Anti-bribery and modern slavery

Each party will comply with the Bribery Act 2010 and the Modern Slavery Act 2015, and will maintain reasonable policies and procedures to prevent any breach of those laws in the performance of the Agreement. Each party will notify the other promptly if it becomes aware of any actual or suspected breach.

23. Force majeure

Neither party is liable for any delay or failure to perform caused by events outside its reasonable control, including acts of God, war, terrorism, civil disturbance, industrial action, government action, epidemic, pandemic, internet outage, or a failure of a third-party Platform. The affected party will notify the other promptly and take reasonable steps to mitigate. If the event continues for more than 60 days, either party may terminate the Agreement by written notice.

24. General provisions

• Entire agreement. The Agreement is the entire agreement between the parties and supersedes any prior agreement, representation, or understanding on the same subject matter. Nothing in this section limits liability for fraud.
• Variation. Any variation to the Agreement must be in writing and signed by both parties.
• Waiver. No failure or delay in exercising a right under the Agreement constitutes a waiver of that right.
• Severance. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions continue in full force.
• Assignment. You may not assign or transfer the Agreement without our prior written consent (not to be unreasonably withheld). We may assign to a successor to our business on written notice.
• Notices. Notices must be in writing and sent by email to hello@noxvik.com (for us) or to the email address recorded on your Order (for you). Notices by email are deemed received at the time of transmission, or on the next Business Day if sent after 5pm.
• Third-party rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.
• Independent contractors. Nothing in the Agreement creates a partnership, joint venture, or agency relationship between the parties.
• Counterparts. The Agreement may be signed in counterparts, each of which is an original and which together constitute one document.

25. Governing law and jurisdiction

The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

26. Contact

Questions about these Terms, or formal notices under them, should be addressed to: