1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Testimonial/OS ("we", "us", or "our") regarding your use of our white-label review management platform and services (the "Services").
By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not access or use the Services.
These Terms are governed by the laws of England and Wales. Our registered office is located in the United Kingdom.
2. Definitions
- "Services" means the Testimonial/OS white-label review management platform, including all features, tools, and functionality.
- "Customer" refers to agencies, businesses, or organizations using our Services.
- "End Clients" refers to your customers who use the white-labeled platform.
- "Account" means your registered account to access the Services.
- "Subscription" means your paid plan for accessing the Services.
- "Content" means all data, text, images, reviews, and materials uploaded to the Services.
3. Account Registration and Eligibility
3.1 Eligibility
You must be at least 18 years old and have the legal capacity to enter into contracts under applicable law. By registering, you represent and warrant that you meet these requirements.
3.2 Account Security
You are responsible for:
- Maintaining the confidentiality of your account credentials
- All activities that occur under your account
- Notifying us immediately of any unauthorized access
- Ensuring your account information is accurate and up-to-date
3.3 Business Use
Our Services are intended for business use only. You represent that you are acting on behalf of a business entity and have the authority to bind that entity to these Terms.
4. Services Description
Testimonial/OS provides a white-label SaaS platform that enables agencies to:
- Manage client reviews across multiple platforms (Google, Yelp, Facebook, etc.)
- Automate review request campaigns via email and SMS
- Create fully branded client dashboards under your domain
- Monitor and respond to reviews from a centralized platform
- Generate reports and analytics for clients
- Resell our platform under your own brand
5. Subscription Plans and Billing
5.1 Subscription Plans
We offer various subscription plans with different features and limitations. Plan details, pricing, and features are available on our pricing page.
5.2 Billing
- Subscriptions are billed monthly or annually in advance
- Fees are non-refundable except as required by law
- You authorize us to charge your payment method on each billing cycle
- Payment must be made in British Pounds (GBP) or as otherwise specified
- All prices exclude VAT unless stated otherwise; VAT will be added where applicable
5.3 Price Changes
We may change our pricing with 30 days' notice. Changes will apply to your next billing cycle. Continued use after price changes constitutes acceptance.
5.4 Failed Payments
If payment fails, we will attempt to collect payment again. If payment remains unsuccessful for 7 days, we may suspend or terminate your account.
5.5 Cancellation and Refunds
You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period. We do not provide refunds for partial months or unused portions of your subscription, except as required by UK consumer protection laws.
6. White-Label License and Restrictions
6.1 License Grant
Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable license to:
- Access and use the Services for your business purposes
- Rebrand the platform with your logos, colors, and domain
- Resell access to End Clients under your own brand
- Create client accounts and manage their data
6.2 Restrictions
You shall not:
- Reverse engineer, decompile, or disassemble the Services
- Copy, modify, or create derivative works of the Services
- Remove or obscure any proprietary notices (except white-label branding as permitted)
- Rent, lease, sublicense, or distribute the Services to third parties (except as permitted under white-label terms)
- Use the Services for illegal purposes or to violate any laws
- Interfere with or disrupt the Services or servers
- Attempt to gain unauthorized access to the Services
- Use the Services to send spam or unsolicited communications
7. Your Responsibilities
7.1 Content and Data
You are solely responsible for:
- All Content you upload or submit to the Services
- Obtaining necessary consents from End Clients for data processing
- Compliance with applicable data protection laws (UK GDPR, Data Protection Act 2018)
- Accuracy and legality of all information you provide
- Your relationship and agreements with End Clients
7.2 Compliance with Laws
You must comply with all applicable laws and regulations, including:
- UK GDPR and Data Protection Act 2018
- Privacy and Electronic Communications Regulations (PECR)
- Consumer protection laws
- Anti-spam and marketing regulations
- Terms of service of third-party review platforms
7.3 End Client Agreements
You must maintain appropriate agreements with your End Clients, including privacy policies and terms of service that comply with applicable laws.
7.4 Acceptable Use Policy - Prohibited Activities
The following activities are strictly prohibited. Violation will result in immediate account termination without refund:
Review Integrity Violations:
- Fake Reviews: Creating, posting, soliciting, or facilitating fake, fraudulent, or deceptive reviews
- Review Buying/Selling: Purchasing reviews, paying for positive reviews, or incentivizing reviews without proper disclosure
- Review Gating: Selectively requesting reviews only from satisfied customers while suppressing negative feedback
- Review Suppression: Preventing or discouraging negative reviews through intimidation, legal threats, or other means
- Competitor Sabotage: Posting negative reviews about competitors or manipulating their ratings
- Review Removal Services: Offering or using services to artificially remove legitimate negative reviews
Spam and Communications Abuse:
- Spam: Sending unsolicited bulk emails or SMS messages
- No Consent: Contacting individuals without proper opt-in consent (violates PECR)
- Excessive Requests: Bombarding customers with repeated review requests after they've declined or not responded
- Misleading Subject Lines: Using deceptive email subject lines or sender names
- No Unsubscribe: Failing to provide clear, functional unsubscribe mechanisms
Data Protection Violations:
- Unauthorized Data Collection: Collecting personal data without consent or legal basis
- Data Sharing: Selling, renting, or sharing customer data with third parties without consent
- GDPR Violations: Failing to honor data subject rights (access, erasure, portability, etc.)
- Data Breach Negligence: Failing to secure customer data or notify of breaches
- Scraping: Harvesting data from review platforms or other sources without authorization
Platform Abuse:
- Terms Violations: Violating Google, Yelp, Facebook, TripAdvisor, or other review platform terms of service
- API Abuse: Exceeding rate limits, making excessive API calls, or abusing integrations
- System Exploitation: Attempting to bypass, disable, or circumvent security features or usage limits
- Reverse Engineering: Decompiling, disassembling, or reverse engineering our software
- Unauthorized Access: Attempting to access accounts, data, or systems you're not authorized to access
Illegal or Harmful Activities:
- Illegal Business: Using Services to support illegal activities or businesses
- Harassment: Threatening, harassing, stalking, or abusing individuals
- Hate Speech: Promoting violence, discrimination, or hate speech
- Fraud: Payment fraud, identity theft, phishing, or other fraudulent activities
- Malware: Distributing viruses, malware, or malicious code
- IP Infringement: Violating copyrights, trademarks, patents, or other intellectual property rights
White-Label Misuse:
- Competitive Use: Building a competing review management platform using our Services
- Reselling Violations: Reselling beyond scope of your subscription or in violation of restrictions
- Brand Impersonation: Misrepresenting your relationship with us or using our trademarks improperly
- End Client Abuse: Allowing or facilitating End Clients to violate these Terms
Monitoring and Enforcement: We actively monitor for violations using automated systems and manual reviews. We may investigate complaints, review patterns, and analyze usage. If we detect violations, we will take immediate action including account suspension, data preservation for legal purposes, and reporting to authorities if required by law.
Cooperation with Review Platforms: We cooperate with Google, Yelp, Facebook, and other review platforms. If they report violations originating from our Services, we will investigate and terminate accounts as necessary to maintain our integrations and reputation.
Reporting Violations: If you become aware of violations by other users, report them to [email protected]. We investigate all reports confidentially.
8. Intellectual Property Rights
8.1 Our IP
Testimonial/OS and our licensors own all rights, title, and interest in the Services, including all intellectual property rights. This includes our software, technology, designs, and documentation (excluding white-labeled elements you customize).
8.2 Your Content
You retain ownership of your Content. By using the Services, you grant us a worldwide, non-exclusive license to use, store, process, and display your Content solely to provide the Services.
8.3 Feedback
Any feedback, suggestions, or ideas you provide about the Services become our property, and we may use them without compensation or attribution.
9. Data Protection and Privacy
9.1 Data Processing Agreement
We act as a data processor on your behalf. You are the data controller for End Client data. Our Data Processing Agreement (available separately) governs how we process personal data.
9.2 Privacy Policy
Our Privacy Policy explains how we collect and use data. By using the Services, you agree to our Privacy Policy.
9.3 Security
We implement appropriate technical and organizational measures to protect data. However, no system is completely secure. You acknowledge the inherent security risks of internet transmission.
10. Service Availability and Modifications
10.1 Service Level
We strive to maintain high availability but do not guarantee uninterrupted access. We target 99.9% uptime but may experience downtime for maintenance, updates, or technical issues.
10.2 Modifications
We may modify, update, or discontinue features of the Services at any time. We will provide reasonable notice of significant changes that materially reduce functionality.
10.3 Third-Party Integrations
Our Services integrate with third-party platforms (Google, Yelp, Facebook, etc.). We are not responsible for changes to third-party APIs or services that may affect functionality.
11. Termination
11.1 Termination by You
You may terminate your account at any time through your account settings or by contacting support. Termination takes effect at the end of your current billing period.
11.2 Suspension and Termination by Us
We reserve the right to suspend, restrict, or terminate your account and access to the Services immediately, at our sole discretion, without prior notice, refund, or liability, if we determine (in our reasonable judgment) that:
Prohibited Activities:
- Spam or Abuse: Sending unsolicited emails/SMS, spam, or violating anti-spam laws (PECR, CAN-SPAM)
- Fake Reviews: Creating, soliciting, or facilitating fake, fraudulent, or deceptive reviews
- Review Manipulation: Review gating, incentivized reviews without disclosure, or suppressing negative reviews
- Platform Violations: Violating terms of service of Google, Yelp, Facebook, or other review platforms
- Harassment: Using the platform to harass, threaten, or abuse individuals
- Illegal Activity: Using Services for any illegal purpose or violating any laws
- Data Misuse: Unauthorized collection, use, or sale of personal data; GDPR violations
- Security Threats: Hacking, phishing, malware distribution, or attempting to breach security
- Impersonation: Impersonating others or misrepresenting your identity or affiliation
- System Abuse: Excessive API calls, scraping, DDoS attacks, or overloading infrastructure
Breach of Terms:
- Material breach of any provision of these Terms
- Repeated violations after warnings
- Circumventing or attempting to circumvent any restrictions or limitations
- Using the Services in ways that harm us, other users, or third parties
Payment Issues:
- Payment fails and remains unpaid for 7+ days
- Chargeback disputes or payment fraud
- Providing false billing information
Legal or Regulatory Requirements:
- Compliance with court orders, legal process, or law enforcement requests
- Investigation by ICO, CMA, or other regulatory authorities
- Intellectual property infringement claims (DMCA or similar)
- Violation of third-party rights or terms
Risk to Platform or Users:
- Your account is compromised or poses security risk
- Your use threatens the stability or security of our platform
- Complaints from multiple End Clients about your service
- Your account is inactive for 6+ months
Business Reasons:
- We discontinue the Services or specific features (with 30 days' notice, unless immediate termination required)
- We determine that continuing service poses unacceptable risk
Immediate Termination: We may terminate your account immediately without notice for serious violations including: illegal activity, spam, fake reviews, security breaches, fraud, or actions that threaten our platform, users, or reputation.
Suspension vs. Termination: We may temporarily suspend your account (rather than terminate) to investigate suspected violations. During suspension, you retain account access but cannot use Services. If investigation confirms violation, we may proceed to termination.
No Refunds for Cause: If we terminate your account for any reason listed above (violation of Terms, abuse, illegal activity, etc.), you forfeit all fees paid and no refunds will be issued. Outstanding fees remain immediately due.
Appeals: If you believe your account was terminated in error, you may appeal by contacting [email protected] within 14 days. We will review your appeal but are under no obligation to reinstate your account. Our decision on appeals is final.
11.3 Effect of Termination
Upon termination: (a) your access to the Services ends immediately, (b) we may delete your Content after 30 days, (c) outstanding fees become immediately due, (d) provisions that should survive termination (including liability limitations and indemnification) remain in effect.
12. Warranties and Disclaimers
12.1 Your Warranties
You warrant that:
- You have the right to use all Content you submit
- Your use complies with all applicable laws
- You have obtained necessary consents from End Clients
- Your Content does not infringe third-party rights
12.2 Service Disclaimer
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We do not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or harmful components.
13. Limitation of Liability
13.1 Exclusions
TO THE MAXIMUM EXTENT PERMITTED BY UK LAW, WE SHALL NOT BE LIABLE FOR:
- Indirect, incidental, special, consequential, or punitive damages
- Loss of profits, revenue, data, or business opportunities
- Cost of substitute services
- Damages arising from your use or inability to use the Services
- Unauthorized access to or alteration of your Content
- Statements or conduct of third parties
13.2 Liability Cap
OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL NOT EXCEED THE FEES YOU PAID IN THE 12 MONTHS PRECEDING THE CLAIM.
13.3 UK Law Exceptions
Nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, (c) any liability that cannot be excluded or limited under UK law.
14. Indemnification
You agree to indemnify, defend, and hold harmless Testimonial/OS and our officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:
- Your use of the Services
- Your Content or End Client data
- Your breach of these Terms
- Your violation of any law or third-party rights
- Your relationship with End Clients
15. Dispute Resolution and Governing Law
15.1 Governing Law
These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.
15.2 Jurisdiction
Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
15.3 Informal Resolution
Before initiating legal proceedings, we encourage you to contact us at [email protected] to resolve disputes informally.
16. General Provisions
16.1 Entire Agreement
These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Testimonial/OS.
16.2 Right to Amend These Terms
We reserve the absolute right to modify, update, or replace these Terms of Service at any time, at our sole discretion, for any reason or no reason, with or without notice. When we make changes:
- We will update the "Last updated" date at the top of these Terms
- For material changes, we will provide at least 30 days' notice via email and/or platform notification
- For minor changes (corrections, clarifications, formatting), we may update without notice
- For urgent changes (security, legal compliance, abuse prevention), we may implement immediately
Your Acceptance of Changes: Your continued use of the Services after any changes constitutes your binding acceptance of the updated Terms. If you do not agree to the changes, your only remedy is to stop using the Services and terminate your account before the changes take effect.
Material Changes Include: Changes to pricing, payment terms, liability limitations, dispute resolution, termination rights, or any provisions that significantly affect your rights or obligations.
Your Responsibility: It is your responsibility to review these Terms periodically. We recommend checking for updates at least quarterly. Ignorance of changes does not excuse you from compliance.
16.3 Waiver
Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
16.4 Severability
If any provision is found unenforceable, the remaining provisions remain in full effect.
16.5 Assignment
You may not assign these Terms without our written consent. We may assign these Terms without restriction.
16.6 Force Majeure
We are not liable for delays or failures due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet/telecommunications failures.
17. Contact Information
For questions about these Terms, please contact us:
Registered Office: [Your UK Registered Office Address]