Terms of Service & Sale for Businesses (SaaS)
These Terms of Service and Sale (the “Business Terms”) are supplemented by the Data Processing Agreement (DPA), which forms an integral part of them. The Order Form (quote or online subscription), these Business Terms and their annexes together form the “Agreement” between Nova Impact Ltd, trading as “TrustedPulse” (“TrustedPulse”), and the subscribing business (the “Customer”). Capitalised terms not defined here have the meaning given in the Terms of Use.
Article 1 — Additional definitions
- Subscription: paid access to the Service for the plan and period selected at sign-up.
- Consumables: items subject to a volume cap under the subscribed plan (email invitations, SMS, API calls, connected sources).
- Order Form: the commercial proposal issued by TrustedPulse, or the online subscription flow, identifying the Services chosen by the Customer and the applicable pricing.
- Subscription Period: the monthly or annual period selected at purchase, automatically renewed as set out in Article 3.
- Professional Services: any billable service provided by TrustedPulse outside the Subscription (advanced set-up, bespoke integration, training, dedicated priority support).
- SLA: the Service Level Agreement described in Article 7.
Article 2 — Purpose and evolution of the Business Terms
TrustedPulse has developed and operates a SaaS platform enabling businesses to collect verified customer reviews, aggregate reviews from third-party platforms, manage their online reputation and display their reviews on their own website through SEO-optimised widgets.
These Business Terms define the legal and financial conditions under which TrustedPulse makes the Services available to the Customer. A signed Order Form prevails over these Business Terms; these Business Terms prevail over any other contractual document issued by the Customer.
TrustedPulse may update these Business Terms. Any substantial change will be notified by email at least 30 days before it takes effect. The Customer may object by email to [email protected] before the end of that period; absent objection, the new Business Terms are deemed accepted.
Article 3 — Term, trial and termination
3.1 Term and renewal
The Agreement takes effect upon subscription by the Customer (electronic signature of the Order Form or online acceptance).
- Monthly Subscriptions renew automatically each month. There is no minimum commitment: the Customer may cancel at any time from the Back Office, with effect at the end of the current monthly period.
- Annual Subscriptions (with the discount stated in Article 4) renew automatically for successive twelve-month periods unless cancelled by either party by written notice to [email protected] at least 30 days before the renewal date.
Cancellation in accordance with this Article gives rise to no damages for either party.
3.2 Free trial
Every new Customer benefits from a 14-day free trial with full access to the selected plan. No payment card is required to start the trial. At the end of the trial, the account automatically reverts to the limited free tier if no payment method has been added. All data, reviews and settings from the trial period are fully preserved when a paid Subscription is activated.
3.3 Termination for material breach
Either party may terminate the Agreement in the event of a material breach by the other party, after formal notice sent by email with acknowledgement of receipt has remained without effect for 15 business days. Where TrustedPulse terminates for a breach attributable to the Customer (including breach of the Verified Review Charter or payment default), the Customer remains liable for all amounts due until the end of the current Subscription Period.
Article 4 — Services and plans
| Plan | Monthly price | Invitations / month | Third-party sources | Key features |
|---|---|---|---|---|
| Nano | £25 ex VAT | 200 | 1 (Google) | Basic widget, email collection, monthly report |
| Starter | £49 ex VAT | 500 | 3 | Rich snippets, SMS (50/month), standard analytics |
| Business | £99 ex VAT | 2,000 | All | AI replies, multi-user (5), basic API, sentiment analysis |
| Pro | £199 ex VAT | Unlimited | All + custom | Full API, white-label, multi-location, account manager |
| Group | £299 ex VAT | Unlimited | All | 4–10 locations, consolidated dashboard, permission management |
All plans include: unified dashboard, embeddable JavaScript widget, fake-review detection (AI score 0–100), reporting-file generation, CSV/JSON data export, and email support. Prices are exclusive of taxes; VAT applies according to the legislation of the Customer’s country. Annual prepaid Subscriptions receive a 20% discount.
Article 5 — Financial terms
5.1 General
The Customer shall pay TrustedPulse all amounts set out in the accepted Order Form. Except in the case of duly established serious fault by TrustedPulse, all payments made remain acquired by TrustedPulse; no pro-rata refund may be claimed following termination for a cause attributable to the Customer.
5.2 Payment methods
Payment is made online, securely, via Stripe. Accepted cards: Visa, Mastercard, American Express. Monthly Subscriptions are charged on each monthly anniversary date; annual Subscriptions are invoiced annually in advance. Invoices are generated automatically and available in the Back Office.
In case of payment failure, TrustedPulse performs three automatic retry attempts over seven days. After the third failed attempt, the account is suspended (without deletion of data). After 30 days of suspension without regularisation, the Agreement is deemed terminated; the Customer’s data is exported and made available to the Customer before deletion.
Overdue amounts bear interest at the applicable statutory rate plus 5 percentage points from the day following the due date, together with a flat-rate debt-recovery fee of £40 per unpaid invoice.
5.3 Overage
If the Customer’s consumption exceeds the volumes included in its plan, TrustedPulse may invoice the excess at the following rates:
| Consumable | Unit rate beyond plan |
|---|---|
| Additional email invitation | £0.05 ex VAT |
| Additional SMS | £0.09 ex VAT (UK/France) · £0.12 ex VAT (international) |
| Additional API call (beyond quota) | £0.001 ex VAT |
| Additional third-party source | £10 ex VAT / month / source |
| Additional location (Group plan) | £49 ex VAT / month / location |
5.4 Annual price indexation
Prices are updated at each anniversary date, capped at the increase in the UK Consumer Price Index (CPI) published by the Office for National Statistics plus a maximum of five percentage points, applied to the annual amount of the Subscription, according to the formula: P1 = P0 × (CPI1/CPI0 + 0.05), where P1 is the revised price and P0 the price of the preceding year.
Article 6 — TrustedPulse’s obligations
6.1 Provision of the Service
TrustedPulse undertakes to make the subscribed Solutions available to the Customer in accordance with their technical specifications and the SLA in Article 7. TrustedPulse is bound by an obligation of means under the Agreement.
6.2 Maintenance and updates
TrustedPulse provides the Customer with access to new versions of the Solutions as they become available. Scheduled maintenance is notified with at least 48 hours’ notice by email and on the dashboard, and is preferably carried out between 02:00 and 04:00 UTC to minimise impact.
6.3 Limitation of liability
TrustedPulse shall not be liable in the event of: (i) force majeure; (ii) use of the Services not in accordance with the Agreement; (iii) third-party intrusion despite the security measures implemented; (iv) failure of a telecommunications network or third-party service (including Google, Trustpilot or Facebook APIs). Any liability claim against TrustedPulse is time-barred twelve months after the event giving rise to the damage.
Article 7 — Service levels (SLA)
| SLA metric | Nano / Starter | Business | Pro |
|---|---|---|---|
| Platform availability | 99.5% / month | 99.9% / month | 99.95% / month |
| Scheduled-maintenance notice | 24 h | 48 h | 72 h + agreement |
| Support channel | Email + chat | Email + chat + phone | |
| Support response time | 2 business days | 8 business hours | 2 business hours |
| Widget CDN load time | < 300 ms | < 200 ms | < 150 ms |
| Data-backup retention | Daily (7 days) | Daily (30 days) | Daily (90 days) |
| Data export | Manual CSV | CSV + JSON | CSV + JSON + API |
If the SLA is not met over a full calendar month (excluding force majeure), the Customer receives a service credit equivalent to the recorded downtime, capped at 30 days of service per monthly period. This credit is the Customer’s sole and exclusive remedy under the SLA.
Article 8 — Customer’s obligations
8.1 General undertaking
The Customer represents and warrants that it holds the rights necessary to perform the Agreement and that entering into the Agreement does not breach any agreement with a third party. The Customer undertakes to comply with all applicable laws and regulations, in particular regarding personal-data protection and consumer information.
8.2 Lawful use of the Platform
The Customer expressly undertakes not to:
- (i) use the Platform to solicit reviews from persons who have not purchased a product or used a service (“fake reviews”);
- (ii) offer any reward (discount, gift, prize-draw entry) in exchange for a review, unless the review is clearly labelled as an “incentivised review” in accordance with the EU Omnibus Directive and French Decree No. 2022-1 of 3 January 2022;
- (iii) ask TrustedPulse to delete, alter or hide genuine negative reviews;
- (iv) reverse-engineer, decompile or attempt to extract the source code of the Solutions;
- (v) sublicense, resell or transfer access to the Solutions to an unauthorised third party;
- (vi) use the Solutions to build a competing product or service;
- (vii) introduce into the Solutions any virus, bot, automated system or malicious code.
8.3 Security
The Customer is solely responsible for the confidentiality of its credentials and passwords. It undertakes to implement appropriate authorisation procedures for its users and to inform TrustedPulse immediately of any security breach it identifies.
8.4 Editorial responsibility
The Customer is editorially responsible for all content it publishes through the Solutions, in particular replies to reviews, and undertakes that no unlawful content will be published. Beyond the third manifestly unlawful item of content reported to TrustedPulse and verified by its teams, a charge of £100 per item may be applied as handling costs.
Article 9 — Data ownership and portability
All review data collected through TrustedPulse belongs exclusively to the Customer. TrustedPulse acts as data processor within the meaning of the GDPR for reviews collected natively through the Platform. At any time during the Subscription or after termination, the Customer may export all of its data in CSV or JSON format from the Back Office. TrustedPulse will delete all identifiable Customer data within 90 days of a written deletion request following termination of the Agreement.
TrustedPulse may use data arising from the use of its Services in anonymised and aggregated form for statistical analysis and Service improvement, provided it identifies neither Customers nor data subjects.
Article 10 — Intellectual property
10.1 TrustedPulse rights
TrustedPulse owns all Intellectual Property rights in the Solutions and their documentation. TrustedPulse grants the Customer a personal, revocable, non-exclusive, non-transferable licence to use the Solutions for the duration of the Agreement.
10.2 Trade-mark use
TrustedPulse grants the Customer, free of charge, a non-exclusive right to use its names, logos and marks, limited to displaying the “TrustedPulse Verified Review” badge on the Customer’s website. The Customer reciprocally grants TrustedPulse the right to use its name and logo as a customer reference, subject to prior approval.
Article 11 — Confidentiality
The parties shall not communicate or disclose Confidential Information to third parties, except as provided in the Agreement. The confidentiality obligation takes effect retrospectively from the negotiation period and remains in force for three years after termination of the Agreement for any reason.
Article 12 — Exceptional circumstances
12.1 Force majeure
Circumstances beyond the parties’ control that prevent performance under normal conditions constitute grounds for exemption, including natural disasters, telecommunications-network outages, and the irresistible failure of a third-party provider (such as AWS, Cloudflare or Stripe). Pandemics and epidemics do not constitute force majeure. The party invoking force majeure must notify the other within five business days by email with acknowledgement of receipt, specifying its nature and foreseeable impact. If force majeure continues beyond six months, either party may terminate the Agreement as of right with 30 days’ notice.
12.2 Hardship
The parties undertake to negotiate new terms where a party establishes that: (i) the cost of performing its obligations has increased by 50% or more; (ii) the increase results from an event beyond its control; and (iii) it cannot reasonably avoid or overcome that event. The parties shall meet within fifteen business days of the written request.
Article 13 — Assignment
TrustedPulse may assign the Agreement, in whole or in part, to any entity of the same corporate group or to any successor resulting from a merger, acquisition or restructuring, without the Customer’s prior written consent, subject to 30 days’ written notice. If the Customer objects, it may terminate the Agreement within the notice period with a pro-rata refund. The Customer may not assign its rights and obligations under the Agreement without TrustedPulse’s prior written consent.
Article 14 — Independence
The parties are independent, both legally and financially. The Agreement shall in no event be construed as creating a mandate, commercial agency, concession or franchise. Each party is responsible for its own personnel and subcontractors.
Article 15 — Insurance
Each party declares that it holds professional civil-liability insurance covering all activities relating to the Agreement and undertakes, on written request, to provide evidence of cover within five business days.
Article 16 — Severability
If one or more provisions of the Agreement are held to be void or unenforceable, the remaining provisions shall remain in full force. The parties shall consult in order to replace any invalidated clause with a valid clause of equivalent economic effect.
Article 17 — Evidence and electronic signature
The parties expressly accept the electronic conclusion and signature of the Agreement, in accordance with the Electronic Communications Act 2000 (UK), the eIDAS Regulation and, where applicable, Articles 1366 and 1367 of the French Civil Code. An electronic signature has the same legal value as a handwritten signature.
Article 18 — Governing law and dispute resolution
The Agreement is governed by the laws of England and Wales. In the event of a dispute, the parties undertake first to seek an amicable resolution within 30 days of written notice. Failing amicable agreement, the courts of England and Wales shall have exclusive jurisdiction. Mandatory provisions of the law of the Customer’s place of establishment that cannot be derogated from by agreement remain unaffected.
Questions about this document: [email protected] · Data protection: [email protected]
