TWISTFOX LIMITED TRADING AS REVIEWADVISOR – TERMS AND CONDITIONS OF BUSINESS

1. DEFINITIONS In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with any additional terms agreed between the parties in writing. In the event of any conflict or inconsistency between these Terms and Conditions and any written additional terms will take priority;
1.2 “Client or you” means the organisation or person who purchases services from Twistfox;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade – marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Service Specification” means a statement of work, quotation or other similar document describing the services to be provided by Twistfox;
1.5 Twistfox trading as Reviewadvisor means the Supplier; Twistfox Ltd: registered of 145-157 St. John Street, London, EC1V 4PW.
1.6 A person who is not a party to a Contract has no rights under the Contract (Rights of Third Parties Act 1999) to enforce any Term of these Terms and Conditions.
1.7 “Review management services” refers to all the actions or services provided by Twistfox as detailed in any Specification provided.
1.8 “Best practice” refers to the generally accepted informally-standardized, best techniques, methods or processes that have proven to be effective at achieving a given task.

2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Client. It is the responsibility of the client to check these terms and conditions periodically for any updates, although where possible and where applicable the Supplier will strive to inform clients of any changes that will affect them.
2.2 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames although time is not of the essence of this Agreement.
2.3 The Client must ensure that they have provided the Supplier with a valid email address for correspondence and notify them of any change in the status of this email address, and if this email address is no longer accepting email it is the responsibility of the client to inform the Supplier immediately.

3 FEES AND PAYMENT
3.1 The fees for the performance of the services are as agreed previously in writing and the Supplier shall invoice the Client for the services.
3.2 Invoiced amounts shall be due and payable in advance of the Supplier undertaking any work under this Agreement unless alternative payments terms are agreed between the parties in writing in accordance with clause 1.1 above and in any event not later than 14 days from the Invoice date. No work will be undertaken by the Supplier until payment of the invoiced sum is made in full unless the Supplier provides alternative terms in writing.
3.3 In the event that an invoice remains unpaid after 14 days the Supplier shall be entitled to:
3.3.a increase its quotation so as to include any additional work that occurs or is necessary as a result of the delay; and
3.3.b charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England.
3.4 In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the services are rendered.
3.5 Payment for Monthly Subscription is collected in advance by Direct Debit on a regular day each month as agreed between the parties in writing, if you are unable to pay by Direct Debit then there will be an admin charge of 5%. If payment is not received your services will be suspended and you may incur a reconnection fee of £99 + VAT. The ongoing monthly service can be cancelled at any time, for any reason by the client or the Supplier by providing 28 days’ notice in writing.
3.6 If a Direct Debit is returned as unpaid you will be due to pay an additional fee of £2.75 + VAT. If you wish to cancel your ongoing services with the Supplier then please contact your account manager in writing to inform them that you will be cancelling. If a non-agreed or accidental Direct Debit cancellation is made by you, you will be due to pay an additional fee of £4.75 + VAT.

4 OBLIGATIONS
4.1 To enable the Supplier to perform its obligations under this Agreement the Client shall:
4.1.a co-operate with the Supplier;
4.1.b provide the Supplier with any information reasonably required;
4.1 c the Client must provide the Supplier with a copy of their logo for use of branding or permit the Supplier permission to recreate a replica logo if this information is not submitted within 14-days;
4.1.d obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.e comply with such other requirements as may be set out additionally or otherwise agreed between the parties;
4.1.f deal with the Supplier’s staff in reasonable, professional and non-abusive manner.
4.2 The Client shall be liable to compensate the Supplier for any expenses incurred as a result of the Client’s failure to comply with Clause 4.1.
4.3 The Client is responsible for acting upon any negative reviews left online and no guarantee is given that a Client’s online review rating will increase as a direct result of the Suppliers services.
4.4 The Supplier will provide the Client with a unique user code to facilitate operation of the services however it is the Client’s responsibility to implement and initiate this code in the relevant location. The Supplier is not responsible should the Client’s code become inactive after a reasonable period of non use.
4.5 The Client will provide the Supplier any online profiles required upon request and the Supplier reserves the right to select suited profiles on the Client’s behalf should this information not be supplied within a reasonable time.
4.6 The Supplier will create a branded online holding page within a reasonable time that facilitates the implementation of their services at the Client’s chosen venue and for multiple venues this period will be extended.

5. Modifications to the services and prices
5.1 The Supplier may change the Services at any time and from time to time without notice. Any changes to the Services, including releases of new features, tools or resources, shall be subject to these Terms of Service. The Supplier may also stop (temporarily or permanently) providing the Services (or any part of the Services) to you or to its customers generally without prior notice though we would strive to provide a minimum of 28 days notice should this ever occur.
5.2 Prices of all Services, including but not limited to monthly subscription plan fees for Services, are subject to change upon 28 days notice from the Supplier. Such notice may be provided at any time by posting the changes on the Supplier’s website (www.twistfox.com).

6. Cancellation and termination
6.1 If you choose to cancel your account, you are solely responsible for doing so properly. The current account cancellation procedure is as follows: Contact your account manager and confirm cancellation in writing (email is acceptable). This can be cancelled at any time, for any reason by the Client or the Supplier by providing 28 days written notice.
6.2 The Supplier will not accept any responsibility for the Client’s loss of online reputation due to account cancellation.

7. GENERAL CONDITIONS
7.1 Technical support is only provided to paying account holders and is only available during United Kingdom standard business operating hours, currently Monday to Friday, 9am to 5pm GMT.
7.2 You understand that the Supplier uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
7.3 The failure of the Supplier to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and the Supplier and governs your use of the Services, superseding any prior agreements between you and the Supplier.
7.4 You agree that if you sue the Supplier and do not obtain judgment in your favour, you will pay all of the Supplier’s costs, including reasonable fees for in-house and outside legal counsel.

8. WARRANTY
The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

9 INDEMNIFICATION
The Client shall indemnify the Supplier against all claims, costs and expenses which may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided infringe a patent, copyright or trade secret or other similar right of a third party.

10 LIMITATION OF LIABILITY
10.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
10.2 In no event shall the Supplier be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.
10.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from its negligence or that of its employees, agents or sub-contractors.

11 TERMINATION
Either party may terminate this Agreement forthwith by notice in writing to the other if:
11.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 14 calendar days of being given written notice from the other party to do so;
11.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
11.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
11.4 the other party ceases to carry on its business or substantially the whole of its business; or
11.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

12 DATA PROTECTION
All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.

13 NOTICES
Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been served at the time by which the letter was served via recorded delivery.

14 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

15 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

16 GOVERNING LAW AND JURISDICTION
This Agreement shall be interpreted and construed according to, and governed by, the laws of England and Wales.

17 SUSPENSION AND CANCELLATION OF SERVICES
17.1 The Supplier hold the rights to cancel and suspend / terminate any services to the Client if they are not responding to any notices or providing the relevant information required. There has to be a level of commitment from the Client’s behalf in order for the Supplier to provide a full service. If the Client fails to provide the relevant information after 4 weeks from agreement date, or neglects to maintain regular correspondence again up to 4 weeks, the Supplier reserve the right to suspend any services the Client has. If the client wishes to un-suspend their account they may be liable to pay £99 + VAT. Please note that if your account has been suspended and you fail to contact the Supplier then any online services may be cancelled, deleted from the server and any monies that you owe to the Supplier for services provided will still be due and may be passed to a debt collection agency.
17.2 Any refunds due on cancellation of services as agreed with the supplier will be paid within 60 days of confirmation of cancellation.

18 CONFIDENTIALITY
The Supplier shall not, without the prior written consent of the Client, disclosed to any other parties, confidential information of the Client. “Confidential Information” for the purposes of this Agreement shall include proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, password or user IDs, and financial information.

19 Delivery Policy

Individual venues can expect that upon paying the ReviewAdvisor setup fee you should expect to receive access to your form within 7 working days. Your unique QR code and a direct link to your personalised form will be sent through email.

We do not store credit card details nor do we share customer details with any 3rd parties.