These Terms and Conditions (the “Terms” or “Agreement”) govern the use of the reputation and review management software service (“the Service”) provided on a software-as-a-service (SaaS) basis by Squeez Reviews Ltd, a private limited company registered in the United Kingdom (“Company”, “we” or “us”), to you or the entity you represent (“Client” or “you”), via our website located at www.squeezreviews.com.

By signing up for, accessing, or using the Service (including any free trial), you agree to be bound by this Agreement. If you do not agree, you must not use the Service.

1. Definitions and Scope

Company: Refers to Squeez Reviews Ltd, a company incorporated in the United Kingdom.

Service: Our cloud-based reputation and review management software platform, including all related websites (such as www.squeezreviews.com), applications, dashboards, and tools, through which clients can request, monitor, and manage online reviews.

Website: Refers to our primary domain www.squeezreviews.com and any associated subdomains used to access the Service.

Client: The individual or business entity accepting these Terms and using the Service. You confirm that you are 18 or older and, if acting on behalf of an organisation, authorised to bind that organisation.

Subscription: The paid plan for ongoing access to the Service following any trial period, billed on a recurring basis, for example monthly, until cancelled as per these Terms.

Free Trial: A temporary free of charge access to the Service for evaluation, typically 30 or 60 days and up to 90 days in special cases, as offered at our discretion.

Customer Data: Information you upload or provide to the Service, including Reviewer Information such as contact details of your customers or end users to whom review requests are sent, and any content such customers generate such as feedback or reviews.

Third Party Services: External platforms or services that the Service integrates with or links to, such as Google, for example Google Business Profile for managing Google reviews, or your Customer Relationship Management system.

2. Free Trial Period

2.1 Eligibility and Duration: We may offer new Clients a Free Trial of the Service for an initial period, usually 30 or 60 days and sometimes up to 90 days, at our sole discretion. Each Client or organisation is entitled to only one Free Trial unless otherwise agreed. Trial accounts may not be shared or duplicated to extend access.

2.2 Scope During Trial: During the Free Trial, you will have access to the Service’s core features, such as sending review requests via email, SMS, or WhatsApp, and managing incoming reviews. All provisions of these Terms apply equally to use during the trial. Customer Data and any configurations you provide during the trial will be handled in accordance with these Terms and our Privacy Policy.

2.3 Conversion to Paid Subscription: Before the trial period ends, we will provide you with a reminder notice at least 7 days prior to expiration, advising you of the upcoming end of the trial and the need to take action to continue using the Service. To ensure uninterrupted access after the trial ends:

Automatic Continuation: If you have provided a payment method and explicitly agreed in advance to automatic conversion, your Subscription will begin at the end of the trial, and the first subscription fee will be charged unless you cancel before the trial ends. By agreeing to these Terms and a trial offer, you consent to this automatic continuation, subject to your right to cancel as described in this Agreement.

Opt In to Subscribe: If automatic conversion was not agreed in advance, you will need to actively select a paid plan at the end of the trial. If you do not subscribe, your access to the Service will be suspended or terminated once the trial concludes.

2.4 Cancellation During Trial: You may cancel your Free Trial at any time before its expiration without charge. If you do not wish to move to a paid Subscription, you should cancel before the trial period ends, for example through your account settings or by contacting us. In this case, no payment will be taken. If you do not cancel the trial and have agreed to automatic continuation, the Subscription will begin and applicable fees will be charged as described.

3. Subscription Terms and Auto-Renewal

3.1 Subscription Plan: When you begin a paid Subscription, either after a trial or directly upon sign up, you agree to pay the applicable subscription fees as shown at the time of purchase or registration. Subscription plans may be monthly, annual, or for another term as specified in your order or sign up form. The Subscription will automatically renew at the end of each billing cycle, such as monthly or annually, for successive periods unless and until you cancel the Subscription in accordance with Section 6.2 below.

3.2 Auto Renewal Disclosures: We will clearly inform you of the billing cycle and renewal terms at the time of sign up. This includes the amount and frequency of charges, as well as instructions on how to cancel. In line with UK regulations, including the Digital Markets, Competition and Consumers Act 2024, all auto renewal terms will be displayed prominently. We also aim to ensure that cancelling your Subscription is as easy as signing up.

3.3 Notice of Renewal or Changes: For annual or multi month subscriptions, we will send a reminder before renewal, as required by law or good practice. If you are on a promotional or introductory pricing period that will convert to standard pricing, or if you are moving from a Free Trial to a paid Subscription, we will notify you in advance of the first payment. Any changes to fees or terms at the time of renewal will be handled in accordance with Section 5.4 on fee changes.

4. Service Use and Client Responsibilities

4.1 License to Use: Subject to your compliance with this Agreement and payment of applicable fees, we grant you a limited, nonexclusive, nontransferable license to access and use the Service for your internal business purposes in managing your customer reviews. All rights not expressly granted to you are reserved by us.

4.2 Acceptable Use: You agree to use the Service only for lawful purposes and in accordance with this Agreement. Prohibited uses include, without limitation:

Using the Service in any way that violates any law or regulation, or for any unlawful, harmful, fraudulent, or malicious purpose. This includes sending harassing, defamatory, or obscene messages.

Uploading or transmitting any content that infringes or misappropriates any third party's intellectual property or privacy rights.

Using the Service to send unauthorised or unsolicited communications, including bulk promotional emails or texts to individuals without proper consent. You must not use the email, SMS, or WhatsApp features of the Service to send marketing messages to any individual who has not given you their explicit consent or who has opted out, in accordance with the Privacy and Electronic Communications Regulations. These regulations generally prohibit marketing emails or texts to individuals without specific consent, subject to a limited soft opt in exception for recent customers. You are responsible for ensuring you have a lawful basis to contact each recipient.

Attempting to probe, scan, or test the vulnerability of our Service or to breach any security or authentication measures. You must not interfere with or disrupt the integrity or performance of the Service or the data contained in it, including by introducing viruses or conducting denial of service attacks.

Misusing integrations by exceeding allowed API calls or using the Service to scrape data from third party platforms in violation of their terms.

Impersonating any person or entity, or misrepresenting your affiliation, when using the Service.

We reserve the right to investigate and take appropriate action, including suspension or termination of your account, for any violation of this section. You also agree to indemnify us for any losses or claims arising from your breach of these usage rules, as outlined in Section 11.

4.3 Client’s Content and Data: You are solely responsible for all content and data you upload or input into the Service, including messages you send to your customers and any reviews or feedback collected. You represent and warrant that you have all necessary rights and permissions to provide the Customer Data to us and to use it with the Service. If you upload personal data such as customer contact information, you confirm that you have obtained any required consents or have another legal basis that allows us to process and contact those individuals via email, SMS, or WhatsApp on your behalf. You further warrant that any reviews or ratings your customers submit through our Service, or that you solicit using our Service, will be genuine and related to actual transactions or experiences with your business. You must not use the Service to fabricate reviews or manipulate ratings in a deceptive manner. We are not responsible for the content of any review or message generated through the Service. That content is solely between you and your customer, and you use such features at your own risk.

4.4 Integration with Third Party Services: Our Service may enable you to connect to or integrate with third party platforms. For example, syncing with your CRM database or automatically posting review requests or responses to Google. If you enable such integrations, you grant us the necessary authority to access and use your accounts and data on those third party services as needed to provide the Service. For example, if you link your Google Business Profile, you authorise us to fetch or post review information using your account.

4.4.1 Third Party Terms: Third party services such as Google, WhatsApp, or CRM providers have their own terms and policies. You are responsible for complying with those terms when using them through our Service. We do not guarantee the ongoing availability of any third party integration and may discontinue or modify integration features if the provider restricts our access or changes their service. We are not liable for the accuracy or availability of data from third party services or for any actions or failures by those external platforms.

4.5 No Resale or Misuse: The Service is provided for your use or your organisation’s internal use only. You may not sublicense, rent, lease, distribute, sell, or otherwise provide access to the Service to any third party, except your authorised employees or agents using it on your behalf. You must not use the Service to create a competing product or service. You may not attempt to reverse engineer, decompile, or derive the source code of our software, except where permitted by law and where such rights cannot be waived by contract.

4.6 Account Security: You must keep your account credentials, including your login ID and password, secure and confidential. You are responsible for all activity that occurs under your account. If you believe your account has been compromised or accessed without your permission, you must notify us immediately. We are not liable for any loss or damage caused by unauthorised use of your credentials. However, once informed, we will take reasonable steps to secure or suspend your account.

5. Fees, Billing and Payment

5.1 Fees and Currency: Subscription fees and any other charges for the Service are as listed on our website or stated in your order form at the time you subscribe. All fees are stated in GBP unless otherwise noted and are exclusive of VAT or other applicable taxes, which will be added as required by law. You agree to pay all fees due for the Subscription and for any additional services you select.

5.2 Billing Cycle: The Service is billed in advance on a periodic basis, such as monthly or annually, based on your selected plan. The first payment is due when your paid Subscription begins, either immediately after the trial ends or upon sign up if there is no trial. After that, we will automatically charge your chosen payment method on the first day of each billing period, unless you cancel or downgrade your Subscription.

5.3 Payment Method: You must provide a valid payment method, such as a credit or debit card or direct debit bank details, to pay for the Subscription. By submitting your payment details, you confirm that you are authorised to use that method and you give us, and our third party payment processors, permission to charge your account on a recurring basis for the Subscription. If you choose to pay by card, you agree that we may securely store your card details and charge them automatically for each renewal. If you choose to pay by direct debit or bank transfer, you authorise us to withdraw the applicable amounts for each billing period. All payments will be processed in line with banking and payment card industry regulations.

5.4 Changes in Fees: We reserve the right to change our fees or introduce new charges, with at least 30 days' notice provided either by email or through a message inside the Service. Any new fees will apply at the beginning of your next renewal period after the notice period ends. If you do not agree to the updated fees, you must cancel your Subscription before they take effect. If you continue to use the Service after the change, the new pricing will be considered accepted. In cases where fees increase significantly, we may give you the option to cancel your Subscription within 7 days of notice without penalty.

5.5 Late Payment: It is important that payments are made on time to avoid disruption of service. If any payment is missed, we may suspend your access to the Service until the outstanding amount is paid. We will notify you of any unpaid fees and may retry your payment method. Unpaid balances may incur interest at a rate of one point five percent per month, which is eighteen percent per year, or the highest rate permitted by law. This will be calculated from the original due date until full payment is received. Interest charges will not apply to amounts you are disputing in good faith. You may also be liable for reasonable costs related to fee recovery, such as legal costs, if needed.

5.6 No Refunds Except for Defects or Where Required by Law: Fees, including prepaid amounts for annual plans, are non refundable unless specifically stated in these Terms or required by law. This means that if you cancel part way through a paid term, you will not receive a partial refund for the unused period. An exception applies if the Service was defective and could not be fixed. In such cases, we may offer an extended free period or a partial or full refund, at our discretion. Refunds may also be issued if required under applicable consumer protection laws. However, this Agreement is a business to business contract and is not typically subject to standard consumer cancellation rights as explained in Section 6.1. Approved refunds will be issued within 7 working days from our confirmation.

6. Cancellation and Termination

6.1 No Automatic Statutory Cancellation Right: Because the Service is provided to businesses and professionals, not to individual consumers for personal use, the statutory fourteen day cooling off cancellation right under the UK Consumer Contracts Regulations does not apply to this Agreement. You may still terminate your Subscription as outlined in this contract, but once a paid Subscription has begun, you are not entitled to cancel without penalty under consumer law. This Agreement is considered a business to business transaction.

6.2 Cancellation by You (Termination of Subscription): You may cancel your Subscription at any time through the available cancellation method. The primary method is through your online account dashboard, under the Subscription or Account settings, where a cancellation option is available. We aim to make this process straightforward and in line with UK requirements for easy cancellation. If an online cancellation option is unavailable or not functioning, you may cancel by contacting our support team in writing, such as by email, clearly stating your intent to cancel. Please note that simply removing your payment method or ceasing payment is not considered valid cancellation. You must cancel using the correct method. We do not generally accept cancellation requests made through voicemail, text message, or social media.

If you cancel a monthly Subscription, the cancellation will take effect at the end of your current billing period. You will not be charged for future months, but you will not receive a refund for the remainder of the month in which you cancelled. Access will continue until that billing period ends.

If you cancel an annual Subscription early, your service will continue until the end of the prepaid year and will not renew. We do not issue refunds for unused months in an annual plan unless the cancellation is due to our material breach or as outlined in Section 5.6. If you wish to cancel an annual plan immediately, please contact us to discuss possible arrangements. Otherwise, the cancellation will be scheduled for the end of the term.

Once your Subscription is cancelled, your account may either switch to a limited free mode, if available, or be scheduled for closure. It is your responsibility to export or back up any Customer Data you need before your access ends. We may delete your data shortly after cancellation, in line with our data retention policy, as described in Section 9.

6.3 Termination or Suspension by Us:

We may suspend or terminate your access to the Service under the following circumstances:

For Breach or Misuse: If you breach a material part of this Agreement, such as the Acceptable Use terms in Section 4.2 or the payment terms in Section 5.5, or if your actions are causing legal risk or harm to our reputation, we may suspend your account immediately and may terminate your access altogether. At our discretion, we may give you the chance to fix the issue, such as by paying overdue fees or stopping improper use. However, if we determine the issue is serious or puts the Service or other users at risk, such as sending spam or attempting security breaches, we may terminate your account immediately without prior notice. You will be notified via the email address associated with your account.

For Non Payment: If you fail to pay on time and do not resolve this after receiving notice, we may terminate your Subscription. In most cases, we will first suspend access for a short time, and then terminate if the payment remains outstanding, as outlined in Section 5.5.

Discontinuation of Service: If we ever choose to discontinue the Service entirely or terminate this Agreement without cause, we will provide at least thirty days' advance notice. If you have prepaid for a period extending beyond the termination date, we will refund the unused portion of the fees.

6.4 Effect of Termination: When your Subscription ends, you must immediately stop using the Service. All licenses granted to you under this Agreement will end. Your access and login credentials will be disabled. You will still be responsible for any charges or fees owed up to the date of termination. If we terminated your account due to a breach of these Terms, you are not entitled to any refund. If we terminated the account without cause or you cancelled due to our material breach, we will issue a pro rata refund for any unused portion of prepaid fees.

6.5 Data Portability and Deletion: We will support your transition out of the Service. If you request it within thirty days of termination, we can provide you with a copy of your Customer Data in a standard format. If the request is large or complex, a fee may apply. After this thirty day period, we may delete your Customer Data according to our data retention schedule and will have no obligation to keep it, unless required for legal or compliance purposes. You can refer to our Privacy Policy for more information on how we manage data deletion.

7. Intellectual Property Rights

7.1 Our Ownership: The Service, including all software, code, algorithms, platforms, user interfaces, templates, and content provided by us, and all intellectual property rights associated with it, remain the exclusive property of the Company and its licensors. All trademarks, service marks, logos, and brand features of the Company are also our property. This Agreement does not transfer any ownership of intellectual property to you. You are granted only a limited right to use the Service as outlined in Section 4.1. You agree not to copy, modify, distribute, display, perform, or create derivative works of our software or materials, except where we have expressly permitted this or where allowed by law. You must not remove or obscure any copyright, trademark, or proprietary notices that appear in the Service.

7.2 Feedback: If you choose to provide any suggestions, ideas, enhancement requests, recommendations, or feedback about the Service, we may freely use and incorporate that feedback into the Service or into our business operations without any obligation to you. By doing so, you grant us a worldwide, irrevocable, perpetual, and sub-licensable licence to use and exploit any feedback you provide for any purpose, without requiring payment or attribution.

7.3 Client’s Materials: You retain ownership of all Customer Data and any content that you upload or input into the Service. This includes your business information, customer contact details, and any messages or other materials. We do not claim ownership over your content or that of your end users. However, by using the Service, you grant us a licence to host, store, transfer, display, and process your content and data to deliver the Service and meet our obligations under this Agreement. For example, we may process contact information to send review requests on your behalf or store review responses for your access. We will only use your Customer Data to provide the Service, unless otherwise allowed under this Agreement or instructed by you. We may also use aggregate and anonymised data generated from your usage for our legitimate business purposes, such as improving our services or producing general statistical insights. This anonymised data will not identify you or any individual and does not count as personal data once anonymised.

7.4 Third Party Content: If the Service displays or incorporates third party content, such as pulling in public reviews from external platforms like Google for viewing in your dashboard, that content remains the property of the original source or author. Our use of it is solely to support your review management. You must comply with any terms that apply to such content from the original provider. If you choose to share or republish third party content using our Service, you are solely responsible for ensuring you have the necessary rights to do so.

8. Data Protection and Privacy

8.1 Compliance with Data Protection Laws: Both parties agree to comply with all applicable data protection and privacy laws in relation to the personal data processed under this Agreement, including the UK General Data Protection Regulation and the Data Protection Act 2018. We acknowledge that, in relation to the personal data of your customers that you upload to the Service, such as names and contact details used for sending review requests, you are the data controller and we act as your data processor solely for the purpose of delivering the Service. We will only process personal data in accordance with your documented instructions, as set out in these Terms and reflected in your use of the Service. We will not use the data for any other purpose.

8.2 Our Obligations as Processor: We will:

a. Implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, and against accidental loss, destruction, or damage. This includes measures outlined in our Security Policy or Privacy Policy.

b. Ensure that our staff members who handle personal data are subject to binding confidentiality obligations.

c. Only use sub processors, such as hosting providers or messaging gateways, under similar data protection obligations and remain responsible for their compliance. A list of core sub processors is available on request.

d. Assist you, at your expense, in meeting your obligations relating to data subjects' rights or legal compliance where applicable to the Service. For example, we may help you respond to individuals who request access to or deletion of their data stored in our system.

e. Upon termination, delete or return personal data in line with Section 6.5, unless we are required to retain it for legal or legitimate business purposes.

f. Upon your reasonable request, provide information necessary to demonstrate our compliance with applicable data protection laws. We will cooperate with audits or inspections, subject to confidentiality agreements and limited to once per calendar year.

If we become aware of a personal data breach affecting your Customer Data, we will notify you without undue delay and provide sufficient details to support any legal reporting requirements you may have. Further details may be included in our Data Processing Addendum, which can be provided or incorporated into this Agreement upon request. This section, along with any applicable Addendum, is intended to meet the legal requirements for written contracts between data controllers and processors.

8.3 Your Obligations as Controller: You are responsible for obtaining all necessary consents and providing appropriate privacy notices to your customers before their personal data is uploaded to or processed via the Service. For example, if you plan to send review requests via email or SMS, you must ensure that such actions comply with applicable marketing laws, including the Privacy and Electronic Communications Regulations. You must not upload personal data that is unnecessary for the operation of the Service, especially not sensitive personal data or data subject to special legal restrictions. Our platform is not designed to store or process highly sensitive data such as health or financial records. If your instructions or use of the Service would require us to act in a way that violates data protection law, we reserve the right to suspend the relevant processing and notify you.

8.4 Privacy Policy: Our general Privacy Policy, which is available on our website, explains what personal data we collect in delivering the Service. This may include registration data from Clients, data collected via cookies, and usage data from your interactions with our site. By accepting these Terms, you also acknowledge and accept our Privacy Policy. If there is any inconsistency between these Terms and the Privacy Policy regarding the treatment of Customer Data, these Terms and any Data Processing Addendum will take precedence.

8.5 Data Processing Agreement: To support compliance with data protection laws, we can provide a more detailed Data Processing Agreement that includes the clauses required under Article 28 of the UK GDPR. As a provider of software services, we are legally required to have a written agreement in place with clients when processing personal data on their behalf. By agreeing to these Terms, you also agree to the terms of the Data Processing Agreement if one is provided. We can supply a separate signed version upon request.

9. Confidentiality

9.1 Definition: Confidential Information refers to any non public information disclosed by one party to the other in connection with the Service or this Agreement, which is either clearly marked as confidential or should reasonably be understood as confidential based on its nature and the circumstances of disclosure. For you, this includes your business strategies, marketing plans, non public customer data, and any proprietary data you upload to the Service. For us, it includes the Service software, since you are only granted a licence to use it, along with any non public documentation, algorithms, security-related information, and the terms of any special pricing or agreements between us. Customer Data, particularly personal data, is considered your Confidential Information, and is subject to the processing obligations outlined above, even though we also treat it as confidential within our systems.

9.2 Obligations: Each party agrees to use the other party’s Confidential Information solely for the purposes of fulfilling obligations under this Agreement and not to disclose it to any third party, except to employees, contractors, advisors, or affiliated entities who have a legitimate need to know the information and who are under binding confidentiality obligations that are at least as protective as those in this Agreement. Each party will take reasonable steps to safeguard the other party’s Confidential Information and will use no less care than it uses to protect its own confidential materials.

9.3 Exclusions: Information will not be treated as Confidential Information if it:

a. Becomes publicly known through no fault or breach by the receiving party

b. Was already lawfully known to the receiving party prior to disclosure and was not subject to confidentiality restrictions

c. Is independently developed by the receiving party without use of or reference to the disclosing party’s confidential information

d. Is lawfully received from a third party who had the right to disclose it without restriction

9.4 Legally Required Disclosure: If one party is required by law, regulation, or court order to disclose the other party’s Confidential Information, it must, where legally allowed, provide prompt written notice to the other party and reasonably cooperate with any request to seek confidential treatment or a protective order. If disclosure is still required, only the minimum amount of information necessary to comply with the legal requirement shall be disclosed.

9.5 Return or Destruction: Upon termination of this Agreement, or upon written request by either party, each party will return or permanently delete the other party’s Confidential Information in its possession or control, unless retention is required by applicable law or securely maintained in routine backups. In such cases, the confidentiality obligations in this section will continue to apply to the retained copies.

10. Warranties and Disclaimers

10.1 Service Uptime and Quality: We will use reasonable skill and care in providing the Service and will make commercially reasonable efforts to ensure it is available without major interruptions. However, due to the nature of software and the internet, we do not guarantee that the Service will be continuously available or free from errors at all times. Occasional downtime may occur due to maintenance, technical issues, or factors beyond our control, such as internet outages or third party disruptions.

10.2 Your Warranties: You warrant and represent that you have the legal authority to enter into this Agreement and that your use of the Service will comply with all applicable laws and regulations. You further confirm that all information you provide to us, including during registration, payment, or data upload, is accurate and truthful.

10.3 Disclaimers: Except as expressly stated in this Agreement, the Service is provided on an as is and as available basis, without any warranties. We disclaim all implied warranties, including those of merchantability, fitness for a particular purpose, title, and non infringement. We do not guarantee that the Service will meet your specific requirements, deliver particular outcomes, or be uninterrupted, secure, or error free. For example, we do not promise that using the Service will increase your positive reviews or improve your online reputation. Any guidance or advice provided by us or through the Service does not create any warranty unless explicitly included in these Terms.

10.4 No Liability for Third Party Services: We do not provide any warranty or guarantee for third party services or content, even when the Service interacts with them. For instance, we cannot guarantee the successful delivery of emails or SMS messages once they are passed to external carriers, or the actions of platforms like Google in relation to reviews. Google may remove reviews at its discretion, and this is beyond our control. Accessing third party sites, services, or integrations is done at your own risk. We do not endorse or accept responsibility for any third party tools or content.

10.5 Beta Features: If we release any new feature labelled as beta, pilot, or evaluation, it is offered solely for testing and feedback purposes. These features come with no warranties and may be altered or removed at our discretion. You use such features entirely at your own risk.

10.6 Legal Compliance: We aim to ensure that the Service aligns with applicable UK laws, including data protection and consumer regulations, in its role as a platform provider. However, we do not guarantee that your specific use of the Service will comply with all legal obligations that apply to your business. It is your responsibility to understand and meet your own legal duties, such as securing consent before sending marketing messages. Nothing in these Terms or the Service constitutes legal advice.

11. Limitation of Liability

11.1 No Indirect Damages: To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, business opportunities, goodwill, or data, arising from or related to this Agreement or the use of the Service, even if that party was advised of the possibility of such damages. This limitation applies regardless of the basis of liability, whether in contract, tort, negligence, strict liability, or otherwise.

11.2 Liability Cap: To the fullest extent permitted by law, the total cumulative liability of each party arising from or related to this Agreement, including any liability arising from the acts or omissions of its employees, agents, or subcontractors, shall not exceed the total amount paid or payable by you for the Service in the twelve months immediately preceding the date of the claim. If you are using the Service under a free trial or have not yet paid any fees, our total liability shall be limited to one hundred pounds sterling. The existence of multiple claims will not increase this cap.

11.3 Exceptions: Nothing in this Agreement limits or excludes either party’s liability for:

a. Death or personal injury caused by negligence

b. Fraud or fraudulent misrepresentation

c. Any other liability that cannot be limited or excluded under applicable law

The limitations set out in sections 11.1 and 11.2 do not apply to your liability for unpaid fees, or to either party’s liability for misuse of the other party’s intellectual property or for breach of confidentiality. In such cases, appropriate remedies or damages may still apply as permitted by law. Where liabilities can be lawfully limited, they are limited as set out in this section.

11.4 Reasonableness: Both parties agree that the limitations of liability and the restrictions on available remedies in this Agreement are a fair and reasonable allocation of risk. These limitations form a material part of the agreement between the parties, and the Service pricing reflects this allocation.

11.5 No Claims After One Year: To the extent allowed by law, no claim arising out of this Agreement may be brought by either party more than twelve months after the event giving rise to the claim occurred. This limitation does not apply to claims for unpaid fees, which may be pursued for as long as they remain outstanding.

12. Indemnification

You agree to defend, indemnify, and hold harmless the Company, along with our affiliates, officers, directors, employees, and agents, from and against any and all third party claims, demands, lawsuits, damages, losses, liabilities, fines, or expenses, including reasonable legal fees, arising out of or related to:

a. Your use of the Service in violation of this Agreement or any applicable law. This includes, for example, claims that you sent unlawful text messages or emails to individuals, or that your actions infringed on the rights of others. b. Your breach of any term, obligation, or warranty stated in this Agreement. c. Your infringement of any intellectual property rights or other rights belonging to any person or entity, including where you upload or share materials you do not have the right to use. d. Any third party product or service you choose to use in connection with the Service. This includes claims arising from your CRM, messaging tools, or any other software that interacts with our platform.

We reserve the right, at our own discretion, to assume exclusive control over the defence of any matter subject to indemnification. If we do so, you agree to cooperate with us in the defence and resolution of such claims.

This indemnification obligation will continue to apply even after the termination of this Agreement.

13. Modifications to Service or Terms

13.1 Service Changes:

We are committed to improving and evolving the Service. We reserve the right to modify, discontinue, or deprecate any part of the Service or its features from time to time. If we make a material reduction in core functionality during your paid subscription term, we will notify you, and you will have the right to terminate the Agreement and receive a prorated refund if the change negatively impacts you. Minor changes, performance improvements, or bug fixes may be introduced without notice. We will make reasonable efforts to schedule updates or maintenance in a way that minimises disruption to your use of the Service.

13.2 Terms Updates:

We may update these Terms from time to time at our sole discretion, for example to reflect changes in law or our business operations. When we do, we will publish the updated Terms on our website and update the “Last Updated” date at the top of the document. For significant changes, we will notify current Subscribers by email or via an in-app message at least ten days before the changes take effect. If a change is required by law, it may take effect immediately, and we will clearly indicate that.

Your continued use of the Service after the effective date of updated Terms will be considered acceptance of those Terms. If you do not agree to the updated Terms, you must stop using the Service and may cancel your Subscription. In that case, any prepaid fees for unused periods following your cancellation will be refunded. We will not amend the Terms in a way that removes any rights you already have or imposes new obligations on you without proper notice.

14. Governing Law and Dispute Resolution

14.1 Governing Law:

This Agreement and any dispute or claim arising out of or in connection with it, including non contractual disputes or claims, shall be governed by and interpreted in accordance with the laws of England and Wales. However, if you are domiciled in Northern Ireland, you may elect for the laws of Northern Ireland to apply instead. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

14.2 Jurisdiction:

The courts of England and Wales shall have exclusive jurisdiction to resolve any dispute or claim relating to this Agreement, including its subject matter or formation. If you are based in Northern Ireland, you retain the right to bring proceedings in Northern Ireland. If you are based in Scotland, you may bring proceedings in Scotland. Nothing in this section limits either party’s right to seek interim or injunctive relief in any court of competent jurisdiction in order to protect its intellectual property rights or confidential information.

14.3 Negotiation and Mediation:

Before commencing legal proceedings, both parties agree to attempt in good faith to resolve any dispute through direct negotiation, escalating to senior representatives if necessary. If those negotiations are unsuccessful, the parties may consider alternative dispute resolution methods such as mediation before resorting to court action. However, mediation is not a mandatory requirement under this Agreement.

15. Miscellaneous

15.1 Entire Agreement:

These Terms, together with any Order Form, Data Processing Agreement, and the Privacy Policy (which is incorporated by reference), form the entire agreement between you and us regarding the Service. They supersede all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to the subject matter of this Agreement. If there is a conflict, an Order Form or signed addendum will take precedence over these Terms, and these Terms will take precedence over the Privacy Policy solely in the case of inconsistency between those two.

15.2 Severability:

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision will be removed or limited to the extent necessary, and the rest of the Agreement will continue in full force and effect. A valid and enforceable provision that most closely matches the intent of the original provision will replace it.

15.3 No Waiver:

If either party does not enforce any provision or right under this Agreement, that will not be considered a waiver of that provision or right. Any waiver must be in writing and signed by an authorised representative of the waiving party. A waiver of any single breach will not be considered a waiver of any other breach.

15.4 Assignment:

You may not assign, transfer, or delegate any of your rights or obligations under this Agreement to a third party without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement in its entirety, for example in connection with a merger, acquisition, or sale of assets, by providing you with notice. The successor or assignee will be bound by the terms of this Agreement. Subject to the above, this Agreement will benefit and bind both parties and their permitted successors and assigns.

15.5 Relationship of Parties:

The relationship between the parties is that of independent contractors. This Agreement does not create a partnership, joint venture, employment relationship, or agency between you and us. Neither party has authority to act for or bind the other.

15.6 Third Party Rights:

No one other than the parties to this Agreement has any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. This does not affect any rights or remedies available to third parties which exist independently of that Act. An affiliate acting under a signed Order Form or a permitted assignee is not considered a third party for the purpose of this section.

15.7 Notices:

All notices under this Agreement must be sent by email or, where applicable, through the Service portal. We may send notices to the email address linked to your account. Legal notices should also be sent in writing to our registered office address, which can be found on our website, with a copy sent to info@squeezreviews.com. Notices will be considered received:

a. If sent by email, on the date of receipt or the next business day if received after 5pm or on a non business day, provided no error or bounce back is received.

b. If sent by post, two business days after mailing within the United Kingdom, or five business days for international post.

15.8 Survival:

Any provision of this Agreement that is intended by its nature to survive termination, including but not limited to payment obligations, indemnities, confidentiality, intellectual property rights, limitations of liability, and governing law, will continue in effect after the Agreement ends.

By using or continuing to use the Service, you confirm that you have read, understood, and agree to these Terms and Conditions. If you are entering into this Agreement on behalf of a company or organisation, you represent that you have the authority to do so and to bind that entity. Please print or save a copy of these Terms for your records and review them periodically for any changes.