These Terms of Service (“Terms”) govern access to and use of the Proactive Presence website, platform, software, integrations, analytics, automation, reputation-management services and related professional services (collectively, the “Services”).

Proactive Presence is a trading name of Blagdon Associates S.L., a company established in Andorra (“Proactive Presence”, “we”, “us” or “our”).

By purchasing, accessing or using the Services, or by authorising someone to use the Services on your behalf, you agree to these Terms.

If you are entering into these Terms on behalf of a company or other organisation, you confirm that you have authority to bind that organisation.

These Terms are intended primarily for business customers. The Services are not offered as consumer services unless expressly agreed otherwise.

1. About Proactive Presence

Proactive Presence provides software and services designed to help businesses manage, understand and improve their online reputation, customer experience and business performance.

Depending on the services purchased, this may include:

• Reputation monitoring

• Review collection and management

• Review-response assistance and automation

• Customer feedback and surveys

• Review and sentiment analytics

• Business intelligence and reporting

• Customer communications

• Connected-system integrations

• Workflow automation

• Client dashboards and portals

• Business performance analytics

• Consultancy and related professional services

The precise Services available to a customer depend on the subscription, proposal, order, statement of work or other commercial agreement agreed with that customer.

2. Contract structure

Our agreement with you may consist of:

• These Terms;

• An order form, proposal, subscription or statement of work;

• Our Privacy Policy;

• Any applicable Data Processing Agreement;

• Any service-specific terms or schedules expressly incorporated into the agreement.

If there is a conflict between these documents, the following order of precedence applies unless expressly agreed otherwise:

• A signed statement of work or order form;

• A Data Processing Agreement in relation to data-protection matters;

• Service-specific terms;

• These Terms;

• The Privacy Policy.

3. Eligibility and authority

You may use the Services only if:

• You are legally capable of entering into a binding agreement;

• You are acting for business or professional purposes;

• You have authority to act for the organisation subscribing to the Services; and

• Your use of the Services complies with applicable law.

You are responsible for ensuring that individuals whom you authorise to access the Services have appropriate authority to do so.

4. Accounts and authorised users

Certain Services may require an account.

You are responsible for:

• Providing accurate account information;

• Keeping account information current;

• Maintaining the confidentiality of login credentials;

• Controlling access by your authorised users;

• Promptly removing access when a user no longer requires it;

• Informing us promptly of suspected unauthorised access.

You are responsible for activity carried out through your account by your authorised users, except to the extent that such activity results directly from a breach of our obligations.

Accounts may not be shared outside your organisation unless expressly permitted.

5. Subscriptions and service plans

Services may be offered under different subscriptions, modules, usage levels or service tiers.

Different plans may provide different:

• Features

• Integrations

• Data volumes

• Reporting capabilities

• Automation features

• User access

• Support levels

• Service limits

Your applicable plan is the plan specified in your order, proposal or subscription.

We may introduce new plans, features or optional modules from time to time.

We will not materially reduce the core functionality of a paid subscription during its current committed subscription period without reasonable justification or agreement.

6. Fees and payment

You agree to pay the fees specified in the applicable order, proposal, subscription or statement of work.

Unless otherwise stated:

• Fees are exclusive of applicable taxes;

• Recurring fees are payable in advance;

• Usage-based or additional service charges may be invoiced in arrears;

• Fees are payable in the currency stated on the relevant invoice or order;

• You are responsible for any bank or payment-provider charges incurred by you.

Where applicable, taxes will be charged in accordance with relevant tax rules. The tax treatment of electronically supplied and professional services may depend on the location and status of the customer.

If an undisputed invoice remains unpaid after its due date, we may, after reasonable notice:

• Suspend affected Services;

• Restrict access to paid features;

• Charge legally permitted interest or recovery costs; or

• Terminate the affected subscription where non-payment continues.

7. Subscription renewal and cancellation

The subscription period and renewal arrangements are stated in your applicable order or subscription.

Where a subscription automatically renews, either party may prevent renewal by giving notice within the period specified in the applicable commercial agreement.

Unless expressly stated otherwise, cancellation takes effect at the end of the then-current paid subscription period.

Fees already due are not refundable solely because a customer chooses to stop using the Services before the end of a committed period.

Nothing in this section limits any mandatory right that cannot lawfully be excluded.

8. Trial and pilot services

We may offer trials, pilot programmes, proof-of-concept services or beta functionality.

Unless otherwise agreed:

• Trial and pilot functionality is provided for evaluation;

• It may contain limitations not present in paid production services;

• We may impose usage limits;

• We may modify or withdraw a trial or pilot;

• Trial data may be deleted after the trial concludes, subject to applicable legal and contractual requirements.

Where a separate pilot agreement has been signed, that agreement takes precedence for the pilot.

9. Customer responsibilities

You are responsible for:

• Ensuring that your use of the Services is lawful;

• Providing accurate information required to configure the Services;

• Maintaining any necessary rights, permissions and consents;

• Ensuring connected accounts are authorised by their owners;

• Managing your users and access permissions;

• Reviewing automated outputs where human review is appropriate;

• Complying with the terms of third-party platforms you connect;

• Informing us promptly of material configuration errors or suspected security incidents;

• Using the Services for legitimate business purposes.

You must not instruct us to process information that you are not lawfully entitled to provide or process.

10. Connected services and third-party platforms

The Services may connect with third-party platforms, including review platforms, customer relationship management systems, booking systems, communications providers, analytics platforms and other business applications.

By enabling an integration, you authorise Proactive Presence to exchange information with that third-party platform to the extent required to provide the relevant Services.

Your use of a third-party platform remains subject to that platform's own terms and policies.

We do not control third-party platforms and are not responsible for:

• Their availability;

• Their security;

• Changes they make to their APIs or functionality;

• Their suspension or termination of your account;

• Their data accuracy;

• Their independent acts or omissions.

We may modify or discontinue an integration if a third-party platform changes or withdraws the technical access required to provide it.

Where reasonably practical, we will seek to minimise disruption caused by such changes.

11. Reviews and third-party content

The Services may receive, display, analyse or process customer reviews and other content originating from third-party platforms.

You acknowledge that:

• Such content is created by third parties;

• Proactive Presence does not control whether a third party posts a review;

• Reviews may contain inaccurate, offensive or unlawful statements;

• Review platforms may modify or remove reviews independently;

• Review counts and ratings may change when source platforms alter their records.

Unless expressly agreed otherwise, we do not guarantee:

• A particular review score;

• A particular number of reviews;

• The removal of negative reviews;

• A particular ranking on a review platform or search engine;

• Any specific commercial outcome resulting from reputation-management activity.

12. Review responses and automated communications

Where enabled, the Services may generate, recommend or publish responses to reviews or other communications.

You are responsible for configuring the level of automation appropriate to your organisation.

Where you permit automatic publication, you authorise Proactive Presence to publish eligible content according to the rules and configuration selected for your account.

Automated systems can occasionally produce incorrect or unsuitable output.

You should therefore use appropriate safeguards for communications that present material legal, financial, regulatory, reputational or customer-relations risk.

13. Artificial intelligence

Certain Services may use artificial intelligence and machine-learning technologies.

AI-assisted functionality may include:

• Sentiment analysis

• Review classification

• Topic identification

• Suggested review responses

• Summaries

• Recommendations

• Business insights

• Pattern identification

• Content generation

AI output is generated probabilistically and may be incomplete, inaccurate or inappropriate.

Unless expressly agreed otherwise, AI-generated material should not be regarded as professional legal, financial, accounting, medical or regulatory advice.

You remain responsible for decisions made using the Services and for determining whether human review is appropriate.

14. Analytics and business insights

Proactive Presence may generate metrics, comparisons, forecasts, recommendations or other business insights using information available to the Services.

Such outputs may depend on:

• Data supplied by you;

• Third-party data;

• Historical information;

• Assumptions;

• Statistical methods;

• Automated analysis.

We do not guarantee that analytical outputs will predict future performance.

You remain responsible for business decisions made using those outputs.

15. Customer data

“Customer Data” means information submitted to, received through or processed by the Services on your behalf. As between you and Proactive Presence, you retain ownership of your Customer Data and all rights you have in it.

You grant us the rights necessary to:

• Host;

• Process;

• Transmit;

• Analyse;

• Back up;

• Display; and

• Otherwise use Customer Data

solely as reasonably necessary to provide, secure and support the Services, comply with law, and fulfil our contractual obligations.

We do not acquire ownership of Customer Data merely because it is processed through our platform.

16. Data protection

Each party must comply with the data-protection laws applicable to its activities.

Where Proactive Presence processes personal data on your behalf as a processor, the parties may enter into a Data Processing Agreement.

Our Privacy Policy explains how we process personal data where we act as controller.

Andorran digital-data regulation recognises principles including lawful exchange, data minimisation, accuracy, storage limitation, integrity, confidentiality, necessity and privacy by design.

You are responsible for ensuring that you have an appropriate lawful basis and any required notices or permissions for personal data that you instruct us to process.

17. Confidentiality

Each party may receive confidential information belonging to the other.

“Confidential Information” includes non-public information that a reasonable person would understand to be confidential, including:

• Customer Data;

• Business plans;

• Pricing;

• Financial information;

• Technology;

• Security information;

• Software;

• Product designs;

• Commercial strategies;

• Non-public analytics;

• Credentials and access information.

The receiving party must:

• Use Confidential Information only for purposes connected with the agreement;

• Protect it using reasonable safeguards;

• Disclose it only to personnel, contractors or advisers who need access and are subject to appropriate confidentiality obligations.

These obligations do not apply to information that:

• Is already lawfully public;

• Was lawfully known to the receiving party without restriction;

• Is independently developed without use of the other party's Confidential Information; or

• Is lawfully obtained from another source without confidentiality restrictions.

A party may disclose information where required by law, subject where legally permitted to giving reasonable notice to the other party.

18. Intellectual property

Proactive Presence and its licensors retain all intellectual-property rights in:

• The Proactive Presence platform;

• Software;

• APIs;

• Workflows;

• Templates;

• Interfaces;

• Automation logic;

• Documentation;

• Designs;

• Models;

• Methodologies;

• Know-how;

• Branding;

• Other technology used to provide the Services.

Subject to payment of applicable fees and compliance with these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Services for your internal business purposes during the applicable subscription period.

No intellectual-property rights are transferred except where expressly stated in writing.

19. Feedback

If you provide suggestions, ideas or feedback concerning the Services, you permit us to use that feedback to improve our products and services without restriction or payment, provided that we do not identify you publicly as the source without permission.

20. Acceptable use

You must not use the Services to:

• Break applicable law;

• Infringe intellectual-property or privacy rights;

• Send unlawful spam or unsolicited communications;

• Harass, threaten or deceive others;

• Manipulate or fabricate customer reviews;

• Incentivise or suppress reviews in a manner prohibited by applicable law or platform rules;

• Impersonate another person or organisation;

• Introduce malware or malicious code;

• Probe or circumvent security controls;

• Gain unauthorised access to systems or data;

• Interfere with service availability;

• Scrape or extract information contrary to applicable law or contractual restrictions;

• Reverse engineer the Services except where a mandatory legal right permits it;

• Resell or sublicense the Services except under an authorised partner or reseller arrangement.

We may investigate suspected misuse and take proportionate steps to protect the platform and affected parties.

21. Service availability

We aim to provide reliable Services, but no internet-based service can guarantee uninterrupted availability.

The Services may occasionally be unavailable because of:

• Maintenance;

• Security work;

• Infrastructure failures;

• Third-party outages;

• Network problems;

• Software defects;

• Emergency changes;

• Events outside our reasonable control.

Where practical, we will seek to minimise planned disruption.

Any specific service-level commitment applies only where expressly included in an applicable order, plan or service-level agreement.

22. Changes to the Services

We may modify the Services to:

• Improve functionality;

• Enhance security;

• Respond to regulatory requirements;

• Accommodate third-party platform changes;

• Introduce new technology;

• Remove obsolete functionality.

We will use reasonable efforts to avoid materially reducing paid core functionality during a committed subscription term.

Some functionality may necessarily change when an external platform changes or withdraws an API or service on which the functionality depends.

23. Security

We implement technical and organisational measures designed to protect the Services and Customer Data.

You are responsible for using reasonable security practices within systems under your control, including safeguarding account credentials and connected third-party accounts.

If you become aware of a security incident affecting your use of the Services, you should notify us promptly.

24. Suspension

We may temporarily suspend all or part of the Services where reasonably necessary because:

• Fees are materially overdue;

• Your use creates a security risk;

• We reasonably suspect unlawful activity;

• Your use materially breaches these Terms;

• A third-party platform requires suspension;

• Suspension is required by law;

• Continued operation creates a material risk to other customers or systems.

Where appropriate and lawful, we will seek to provide notice and an opportunity to resolve the issue.

25. Termination

Either party may terminate the agreement:

• In accordance with the applicable order or subscription terms;

• For a material breach that is not remedied within a reasonable period after notice;

• Immediately for a serious breach that cannot reasonably be remedied;

• Where required by law;

• Where the other party becomes insolvent or ceases business, subject to applicable law.

Termination does not affect rights or payment obligations that arose before termination.

26. Effect of termination

When the Services end:

• Your right to access the affected Services ends;

• Outstanding fees remain payable;

• Connected integrations may be disconnected;

• Customer Data will be handled according to the applicable agreement, Data Processing Agreement and retention policy.

Where reasonably available, data-export functionality should be used before termination.

We may retain information where required for:

• Legal obligations;

• Security;

• Audit;

• Accounting;

• Dispute resolution;

• Legal claims; or

• Applicable legal holds.

27. Legal holds

If information is relevant to actual or anticipated litigation, regulatory action, investigation or other legal proceedings, deletion or alteration may be suspended until the relevant legal hold is released.

28. Warranties

We warrant that we will provide the Services with reasonable care and skill.

Except as expressly stated in the agreement, and to the maximum extent permitted by applicable law:

• The Services are provided on an “as available” basis;

• We do not warrant that the Services will be uninterrupted or error-free;

• We do not warrant that every defect can be corrected;

• We do not guarantee commercial results;

• We do not guarantee the continued availability of third-party integrations.

Nothing in these Terms excludes warranties or obligations that cannot legally be excluded.

29. Limitation of liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful.

Subject to that principle, neither party will be liable to the other for indirect or consequential loss arising from the agreement, including loss of anticipated profits, revenue, business opportunity or goodwill, except where such exclusion is prohibited by law.

Subject to any higher liability expressly agreed in an applicable order or Data Processing Agreement, Proactive Presence's aggregate liability arising from or relating to the Services during any twelve-month period will not exceed the fees paid or payable by the affected customer for the Services during the twelve months immediately preceding the event giving rise to the claim.

The parties acknowledge that the fees charged for the Services reflect this allocation of risk.

This section should be reviewed alongside any client-specific contractual commitments, insurance arrangements and mandatory applicable law.

30. Indemnity

You will indemnify Proactive Presence against reasonable losses, liabilities, damages and costs arising from third-party claims resulting from:

• Customer Data that you were not entitled to provide;

• Your unlawful use of the Services;

• Your material breach of the acceptable-use requirements;

• Instructions given by you that infringe the rights of a third party;

except to the extent that the claim results from our breach, negligence or unlawful conduct.

31. Force majeure

Neither party is responsible for failure or delay caused by events outside its reasonable control, except for payment obligations already due.

Such events may include:

• Natural disasters;

• War;

• Civil disturbance;

• Government action;

• Major telecommunications failure;

• Widespread cloud-service failure;

• Cyberattack despite reasonable safeguards;

• Labour disruption;

• Utility failure.

The affected party should take reasonable steps to minimise the impact.

32. Notices

Contractual notices may be sent electronically unless the applicable agreement requires another form.

Notices to Proactive Presence should be sent via our Legal Contact Form.

Notices to you may be sent to the primary business or account contact associated with your subscription.

33. Assignment

You may not transfer the agreement without our prior written consent, which will not be unreasonably withheld in connection with a genuine corporate restructuring or sale of your business.

We may assign the agreement as part of a merger, restructuring, financing or transfer of the relevant Proactive Presence business, provided that doing so does not materially reduce your contractual rights.

34. Subcontractors

We may use affiliates, contractors and service providers to help deliver the Services.

We remain responsible for our contractual obligations notwithstanding appropriate use of subcontractors.

Where a subcontractor processes personal data, applicable data-protection obligations are addressed through our data-processing arrangements.

35. No partnership or agency

Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise or general agency between you and Proactive Presence.

Neither party may bind the other except where expressly authorised.

36. Severability

If a provision of these Terms is found unenforceable, the remaining provisions remain effective.

Where legally possible, an invalid provision should be interpreted or modified only to the minimum extent necessary to make it enforceable while preserving its intended commercial purpose.

37. Waiver

Failure to enforce a right does not waive that right.

A waiver is effective only in relation to the particular circumstances in which it is given.

38. Entire agreement

The agreement constitutes the entire agreement between the parties regarding the relevant Services and supersedes prior discussions, proposals or representations concerning those Services, except in cases of fraud or where applicable law provides otherwise.

39. Changes to these Terms

We may update these Terms from time to time.

Changes may be required because of:

• New Services;

• Regulatory changes;

• Security requirements;

• Changes to third-party platforms;

• Changes to our business model.

The current version will be published on our website with its effective date.

For material changes affecting an existing paid subscription, we will provide reasonable notice where appropriate.

40. Governing law and jurisdiction

Unless another governing law is expressly agreed in writing, these Terms and any non-contractual obligations arising from them are governed by the laws of the Principality of Andorra.

The courts of the Principality of Andorra will have jurisdiction over disputes arising from or relating to the agreement, subject to any mandatory jurisdictional rules that apply.

41. Contact

For questions about these Terms or the Services, contact:

Blagdon Associates S.L., trading as Proactive Presence

Company registration number: L-721265-A

Legal enquiries: Please use our Legal Contact Form. You may also contact us in writing at our registered address.

Registered address: Av de les Nacions Undies, 40, Escaldes-Engordany AD700

For privacy-related matters, please refer to our Privacy Policy.