Terms of Service

Effective date: [March 18th]

These Terms of Service (the “Terms”) govern your access to and use of the services provided by PresencePro, including our website, software, audits, reports and related materials (collectively, the “Service”). By clicking “I agree”, signing an order, or using the Service, you agree to these Terms on behalf of the company or organisation you represent (“Customer”). You confirm you have authority to bind Customer to these Terms.

If you do not agree, do not use the Service.

1) The Service

1.1 What we provide. We provide tools and expert services that assess and improve hotels’ and brands’ visibility across AI assistants and social/search channels. The Service may include software access, scorecards, dashboards, audits, consulting, templates, guides and help content (“Company Content”). We do not provide legal, tax or financial advice.

1.2 Access. During the applicable subscription term or statement of work (“Order” or “SOW”), we grant Customer a non-exclusive, non-transferable right for Customer’s employees and contractors (“Users”) to access and use the Service for Customer’s internal business purposes.

1.3 Customer Data. “Customer Data” means data, content, files, URLs, brand assets, OTA listings, GBP entries, reviews, metrics and other materials Customer (or its Users) supplies to the Service. Customer is solely responsible for Customer Data and for obtaining all necessary rights and consents.

1.4 Our IP. We (and our licensors) own the Service, Software, Company Content, methods, and all related intellectual property. Except for the limited rights expressly granted, no rights are assigned or implied.

2) Acceptable Use

2.1 Customer will not (and will not permit any third party to): (a) copy, modify, create derivative works of, reverse engineer or otherwise attempt to discover source code of the Service (except to the extent such restriction is prohibited by law); (b) lease, sublicense, sell or make the Service available to third parties other than Customer’s Affiliates and service providers acting on Customer’s behalf; (c) use the Service in violation of law, including privacy, IP, anti-spam or consumer laws; (d) attempt to gain unauthorised access to the Service or disrupt its integrity or performance; or (e) use the Service to build a competing product.

2.2 Credentials & permissions. Customer is responsible for safeguarding accounts, setting appropriate user permissions, and all activity under its accounts (unless caused by our breach of security).

3) Third-Party Services & AI Models

3.1 The Service may interoperate with third-party platforms (e.g., Google, Meta, TikTok, OTAs, analytics, or AI providers). Customer’s use of those services is governed by their terms; we are not responsible for them.

3.2 AI outputs. We may use third-party AI models/tools to analyse data and draft recommendations. AI outputs can be probabilistic and may contain errors. Customer should evaluate results before relying on them. We do not guarantee rankings, visibility, or revenue outcomes.

4) Fees & Payment

4.1 Fees. Fees are set out in the applicable Order/SOW. Except where the Order states otherwise, all fees are non-cancellable and non-refundable.

4.2 Invoicing. Unless stated otherwise, subscriptions are billed in advance; project work may be billed upfront or per milestone. Invoices are due within 14 days. We may charge interest on late amounts at the lesser of 4% per annum above Barclays Bank plc base rate or the maximum allowed by law, and may suspend the Service for non-payment.

4.3 Taxes. Fees are exclusive of VAT, sales or other taxes. Customer is responsible for applicable taxes (other than taxes on our income).

4.4 Changes. We may change fees for renewals by notifying you at least 30 days before the next term.

5) Term, Renewal & Termination

5.1 Term. The term and scope appear in the Order/SOW. Subscriptions renew for successive periods equal to the initial term (or one year if not specified) unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.

5.2 Termination for cause. Either party may terminate these Terms (or an affected Order) upon written notice if the other party materially breaches and fails to cure within 30 days of notice.

5.3 Effect of termination. Upon termination or expiry, Customer’s access ends. Customer will pay all fees due up to the effective date. On request, and if all amounts due are paid, we will export a reasonable copy of Customer Data from our systems within 30 days. We may delete Customer Data after that period unless required by law to retain it. Sections that by their nature should survive (including IP, confidentiality, warranty disclaimers, limitations of liability, governing law, and dispute resolution) will survive.

6) Confidentiality & Publicity

6.1 Confidential Information means non-public information disclosed by a party that is marked or should reasonably be understood as confidential (including Customer Data, pricing, product plans, and audits). The receiving party will use the same care it uses to protect its own similar information (not less than reasonable care), will use it only to perform under these Terms, and will not disclose it except to personnel, contractors and advisers with a need to know and under obligations of confidence.

6.2 Compelled disclosure. A party may disclose Confidential Information if required by law, after giving reasonable notice (where lawful) to allow the other party to seek protection.

6.3 Publicity. With Customer’s prior written consent, we may use Customer’s name and logo to identify Customer as a client in our marketing.

7) Data Protection & Security

7.1 Compliance. Each party will comply with applicable data protection laws. Where we process personal data on Customer’s behalf, our Data Processing Addendum (“DPA”) forms part of these Terms.

7.2 Security. We maintain reasonable technical and organisational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.

7.3 Location & transfers. We may process data in the UK, EEA, and other jurisdictions subject to appropriate safeguards (e.g., UK Addendum/EU SCCs) as set out in the DPA.

8) Warranties & Disclaimers

8.1 Mutual. Each party warrants it has the authority to enter these Terms.

8.2 Customer warranty. Customer warrants it has all rights and permissions to provide Customer Data and to grant the rights described in these Terms.

8.3 Disclaimer. Except as expressly stated, the Service and Company Content are provided “as is” and “as available.” We disclaim all implied warranties, including merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement. We do not warrant uninterrupted or error-free operation, nor specific ranking, visibility, or commercial outcomes.

9) Indemnities

9.1 By Customer. Customer will indemnify and hold us harmless against third-party claims, losses and costs arising from Customer Data or Customer’s use of the Service in breach of law or these Terms.

9.2 By Us. We will defend Customer against claims that the Service (as provided by us) infringes a third party’s UK or EU IP right, and pay any final damages and reasonable legal fees awarded, provided Customer promptly notifies us, gives us sole control of the defence, and cooperates. We may (at our option) procure rights, modify the Service, or terminate the affected Order and refund unused prepaid fees. This Section does not apply to claims arising from Customer Data, combinations not approved by us, or use in breach of these Terms.

10) Liability

10.1 Exclusion. Neither party will be liable for indirect, special, incidental, consequential or punitive damages, or for loss of profits, revenue, goodwill or data.

10.2 Cap. Each party’s total aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by Customer to us for the Service giving rise to the claim in the 12 months before the event giving rise to liability.

10.3 Carve-outs. The exclusions and cap do not limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; (d) infringement indemnities (for the paying party only); or (e) any liability which cannot lawfully be limited.

11) Changes, Availability & Support

11.1 Service changes. We may make improvements or minor changes that do not materially reduce core functionality. For material changes, we will give reasonable notice.

11.2 Terms updates. We may update these Terms from time to time. If we make material changes, we will notify you at least 30 days in advance. Continued use after the effective date constitutes acceptance.

11.3 Suspension. We may suspend the Service to address security or operational issues, or for non-payment. We will act reasonably and restore service promptly.

12) General

12.1 Order of precedence. If there is a conflict, the Order/SOW prevails over these Terms, which prevail over any help content or FAQs.

12.2 Assignment. Neither party may assign these Terms without the other’s consent, except either party may assign to an Affiliate or in connection with a merger, acquisition or sale of substantially all assets, with notice.

12.3 Force majeure. Neither party is liable for failure or delay due to events beyond reasonable control (including outages at third-party hosts, strikes not involving the affected party’s own workforce, acts of God, war, terrorism, governmental action).

12.4 Governing law & venue. These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

12.5 Notices. Legal notices must be sent by email to [your legal email] and to Customer’s email on file. Notices are deemed received on the business day sent.

12.6 No third-party rights. No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.

12.7 Severability & waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver.

12.8 Entire agreement. These Terms, together with the Order/SOW and DPA, are the entire agreement regarding the Service and supersede prior agreements on the same subject.

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