Scope
1.1 The following Terms & Conditions ("Terms") apply to all business relationships between
Fischerstrasse 1
68647 Biblis
Germany
(hereinafter "ReputaPro") and our clients (hereinafter "Client" or together "the Parties").
1.2 Our services are exclusively offered to businesses (B2B). A "business" within the meaning of these Terms is any natural or legal person, partnership or other entity acting in the exercise of its trade, business, craft or profession at the time of contract conclusion. Consumers within the meaning of section 2(3) of the Consumer Rights Act 2015 (UK) or comparable provisions in Ireland are excluded from the use of our services.
1.3 These Terms apply exclusively. Any deviating, conflicting or supplementary terms and conditions of the Client shall only become part of the contract if and to the extent that ReputaPro has expressly agreed to their validity in writing.
Subject matter and services
2.1 ReputaPro provides the Client with an automated review funnel designed to direct satisfied end-customers of the Client to provide a public review on third-party platforms chosen by the Client (e.g. Google, Trustpilot, Yelp, Trustist).
2.2 The funnel includes a preceding satisfaction filter (NPS pre-survey). End-customers who give positive feedback are directed to the public review submission. End-customers who give critical feedback are directed to an internal feedback form, the content of which is forwarded directly to the Client. End-customers remain free at all times to leave a public review on a third-party platform regardless of the funnel.
2.3 The reviews submitted via the funnel on third-party platforms originate exclusively from real end-customers of the Client. ReputaPro does not generate, commission or compensate any reviews and exerts no influence on the content, tone or number of reviews submitted.
2.4 The specific scope of the booked service is set out in the service description of the respective package on ReputaPro's website at the time of booking, as well as in any supplementary individual agreements.
2.5 ReputaPro renders its contractual services with the required care. ReputaPro expressly does not owe any specific outcome — in particular no specific number, visibility, star rating or permanent display of reviews.
2.6 ReputaPro is entitled to use third parties (subcontractors, vicarious agents) to fulfil the contract.
Conclusion of contract
3.1 The presentation and promotion of services on ReputaPro's website does not constitute a binding offer to conclude a contract, but rather an invitation to the Client to submit a binding offer.
3.2 When booking a package via the online payment service Stripe, the Client makes a binding offer upon completing the payment process. The contract is concluded with the confirmation of payment by Stripe and the subsequent order confirmation by ReputaPro via email.
3.3 For individual enquiries (in particular Premium and Enterprise packages), the contract is concluded by textual acceptance (email) of an individual offer by the Client.
3.4 The contract shall be concluded in English.
3.5 The Client must ensure that the email address provided for the conduct of business is correct and that all emails sent by ReputaPro can be received at this address. In particular, the Client must ensure that all emails from ReputaPro can be delivered when using SPAM filters.
Client's obligations and cooperation
4.1 The Client shall provide ReputaPro with all information, data and access (in particular to platform profiles) required for the provision of services in a timely manner and in a suitable form.
4.2 The Client warrants that they are entitled to provide and use the information, data and content made available. ReputaPro is not obliged to check the content provided for accuracy, completeness or legal admissibility.
4.3 The Client is responsible for ensuring that the end-customers whose data they transmit to the funnel or whom they invite to leave a review have provided the necessary consent under UK GDPR and / or EU GDPR. ReputaPro provides a Data Processing Agreement (DPA) pursuant to Article 28 UK GDPR / EU GDPR, as well as the necessary information for data-protection-compliant use.
4.4 If the Client fails to fulfil their obligations to cooperate despite a reasonable deadline being set, and ReputaPro is for this reason unable to render the services in whole or in part, ReputaPro may demand reasonable compensation for expenses plus the outstanding remuneration.
Fees and payment
5.1 The fee for the booked package corresponds to the price displayed at the time of booking. The scope of the service is set out in the corresponding package description.
5.2 All prices are quoted in GBP and are net prices, exclusive of any applicable VAT.
5.3 For UK business clients, UK VAT (currently 20%) is added where applicable. For Irish business clients with a valid VAT identification number, the reverse charge mechanism applies; the Irish business client is responsible for accounting for the VAT in their own jurisdiction.
5.4 Payment is due immediately upon conclusion of the contract via the Stripe payment service. For individual agreements, payment by bank transfer is also possible.
5.5 If the Client is more than fourteen (14) days in arrears with a due payment, ReputaPro is entitled to suspend the provision of services until full payment has been received and to terminate the contract for cause without notice.
Term and renewal
6.1 The contract begins upon receipt of payment by ReputaPro and runs for the period set out in the booked package (typically a service period of one month).
6.2 There is no automatic renewal. If the Client wishes to extend the service beyond the booked period, they must place a new booking.
6.3 The Client is not bound by any minimum term, no notice period and no cancellation procedure. The service simply ends upon expiry of the booked period.
6.4 Either party retains the right to terminate the contract for cause for important reasons in accordance with statutory law.
6.5 Fees already paid for the current service period are non-refundable, even on a pro-rata basis, except where required by mandatory law.
Cancellation rights
As ReputaPro provides services exclusively to businesses (B2B), no statutory consumer cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (UK) or comparable Irish legislation apply.
Liability
8.1 ReputaPro shall be liable for intent and gross negligence. ReputaPro shall further be liable for the negligent breach of obligations whose fulfilment is essential to the proper performance of the contract, the breach of which jeopardises the achievement of the contract's purpose, and on which the Client may regularly rely (so-called cardinal obligations). In this case, however, ReputaPro shall only be liable for foreseeable damage typical for the contract.
8.2 Liability for slightly negligent breaches of other obligations is excluded. The above exclusions of liability shall not apply in the event of injury to life, body or health, nor for liability under any mandatory statute.
8.3 ReputaPro is in particular not liable for the number, content, tone, publication or permanent visibility of the reviews submitted via the funnel, as these are subject solely to the free decision of the Client's end-customers.
8.4 ReputaPro is not liable for blocks, deletions or sanctions imposed by third-party platforms (e.g. Google, Trustpilot, Yelp) that are based on actions, content or omissions of the Client or their end-customers.
8.5 Data communication via the internet cannot be guaranteed to be error-free or available at all times according to the current state of technology. ReputaPro is therefore not liable for the constant and uninterrupted availability of the services offered.
Confidentiality and data protection
9.1 The processing of personal data takes place in accordance with our Privacy Policy, available at reputapro.co.uk/privacy-policy.
9.2 Insofar as ReputaPro processes personal data of the Client's end-customers as part of the provision of services, this is done on the basis of a separate Data Processing Agreement (DPA) pursuant to Article 28 UK GDPR / EU GDPR, which becomes a binding part of the cooperation upon conclusion of the contract.
9.3 The Parties undertake to treat all information and documents of the other party designated as confidential, or which by their nature are confidential, as well as their trade and business secrets, in confidence.
9.4 Information that is generally known and accessible at the time of disclosure, was already known to the receiving party at the time of disclosure, or has been lawfully made available to it by third parties is not subject to confidentiality.
Final provisions
10.1 Changes or additions to these Terms must be made in text form. This also applies to the cancellation of this requirement.
10.2 These Terms and the contractual relationship between the Parties shall be governed by the laws of England and Wales, excluding the UN Convention on Contracts for the International Sale of Goods. For business clients based in Ireland, applicable mandatory provisions of Irish law remain unaffected.
10.3 The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the courts of England and Wales. ReputaPro is, however, also entitled to bring legal action against the Client at their general place of jurisdiction.
10.4 Should individual provisions of these Terms be invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the Parties by mutual agreement with a legally valid provision that comes closest to the economic meaning and purpose of the invalid provision. The above provision shall apply mutatis mutandis to gaps in the regulations.