Terms of Service

1. Agreement to these Terms

These Terms of Service (“Terms”) form a legally binding agreement between you (“you”, “Customer”) and Orixo Ltd, a private limited company registered in England and Wales under company number 17067073, with registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ, trading as Reviewax (“we”, “us”, “our”).

By creating an account, accessing or using the Service, or clicking “I agree” on a sign-up form, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Service.

2. Definitions

• Service — the Reviewax software-as-a-service platform, including the website, dashboard, WhatsApp messaging functionality, AI reply features, and any related tools.
• Account — the customer account you create on reviewax.com to access the Service.
• End-Customer — a customer of yours whose contact details you provide to us so we may send a review request on your behalf.
• Subscription — the recurring paid plan you select to access the Service.
• Content — any data, text, files, or other materials you upload, submit, or generate through the Service.

3. Eligibility and account registration

To use the Service, you must:

• Be at least 18 years old.
• Have legal capacity to enter into a binding contract under the law of your jurisdiction.
• Be using the Service for legitimate business purposes (the Service is not for personal or consumer use).
• Not be located in, or a national of, a country subject to UK or EU sanctions, and not be on any sanctions list.

You are responsible for keeping your account credentials confidential and for all activity that occurs under your account. Notify us immediately at security@reviewax.com if you suspect unauthorised access.

4. The Service

Reviewax allows businesses to automate the collection of customer reviews on Google Business Profile by sending polite WhatsApp review requests to their own customers. The Service includes:

• WhatsApp message dispatching via the Meta WhatsApp Cloud API.
• Negative-review filtering: customers who indicate dissatisfaction (typically 1–3 stars) are routed to internal feedback rather than to the public Google profile.
• AI-assisted reply suggestions for received Google reviews.
• A real-time dashboard showing campaign performance.
• Customer support during business hours, with priority support on higher plans.

We may add, modify, or remove features at our discretion. We will notify you in advance of material reductions in functionality.

5. Subscription, billing & taxes

5.1 Plans and pricing

The Service is offered on a recurring monthly or annual subscription basis. Current plans and pricing are available at reviewax.com/#pricing. Plans differ in the approximate volume of review requests included per month; volumes are best-effort estimates and not contractual minimums.

5.2 Billing

You authorise us, through our payment processor Stripe, to charge your selected payment method on a recurring basis (monthly or annually) at the rate of your selected plan. The first charge is due immediately upon subscription. Subsequent charges occur on each renewal date until you cancel.

5.3 Taxes

Prices displayed are exclusive of VAT and applicable taxes unless stated otherwise. We will charge VAT where required by UK or EU law based on your billing address. You are responsible for any other taxes applicable in your jurisdiction.

5.4 Failed payments

If a payment fails, we may retry the charge for up to 14 days. After repeated failures, we may suspend or terminate your access to the Service. You remain liable for any unpaid amounts.

5.5 Price changes

We may change pricing for renewals with at least 30 days’ written notice. Changes do not affect your current billing period.

6. Cancellation

You may cancel your subscription at any time from your account dashboard. Cancellation takes effect at the end of your current billing period; you retain access until that date and are not charged again. There is no early-termination fee.

If you cancel within 30 days of your first paid month, you may also be eligible for a refund under our Refund Policy.

7. Refunds

Refund eligibility, including our 30-day money-back guarantee, is set out in our Refund Policy, which forms part of these Terms.

8. Customer data and review requests

8.1 Your data

You retain all rights to the Content you upload. By using the Service, you grant us a limited, non-exclusive, royalty-free licence to host, process, transmit, and display your Content solely as needed to deliver the Service.

8.2 End-customer contact details

You represent and warrant that you have a lawful basis (consent, contract, or legitimate interest) to share End-Customer contact details with us, and that those End-Customers have agreed to receive WhatsApp messages from your business or have an existing business relationship with you that permits such contact under applicable law (including GDPR, UK GDPR, ePrivacy, TCPA where applicable).

8.3 Data Processing Agreement

Where we process End-Customer data on your behalf, we act as your data processor. The provisions of our Data Processing Addendum (available on request at privacy@reviewax.com) apply to such processing and form part of these Terms.

9. Acceptable use

You may not, and may not allow any third party to:

• Use the Service to send messages to people who have not consented to receive them, or to spam, harass, defraud, or mislead recipients.
• Send messages of an unlawful, hateful, threatening, defamatory, sexually explicit, or otherwise objectionable nature.
• Pretend to be the End-Customer or fabricate reviews on Google or any other platform.
• Attempt to manipulate Google’s ranking algorithms in ways that violate Google’s policies.
• Reverse engineer, decompile, or attempt to extract the source code of the Service.
• Resell, sublicense, or white-label the Service without our prior written agreement.
• Use the Service to compete with us or to build a similar product.
• Interfere with the security or integrity of the Service, or attempt to bypass usage limits.

We may suspend or terminate your account immediately for violation of this section.

10. Customer obligations

You agree to:

• Provide accurate, current, and complete information at sign-up and keep it updated.
• Comply with all applicable laws when using the Service, including consumer protection, advertising, anti-spam, and data protection laws.
• Honestly represent your business; for example, do not solicit reviews from people who have not actually been your customers.
• Keep your access credentials secure.
• Pay all amounts due on time.

11. Intellectual property

The Service, including all software, designs, logos, text, graphics, and the name “Reviewax”, is owned by Orixo Ltd and is protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during your subscription, subject to these Terms.

Feedback you provide to us about the Service may be used by us without obligation or compensation.

12. Confidentiality

Each party may receive non-public information from the other (“Confidential Information”). The recipient agrees to use such information only to perform under these Terms and to protect it with the same care it uses for its own confidential information (and no less than reasonable care). Confidential Information does not include information that is public, independently developed, lawfully received from a third party, or required to be disclosed by law.

13. Service availability

We aim to provide a reliable Service but do not guarantee uninterrupted availability. We may perform planned maintenance with reasonable advance notice. We are not liable for downtime caused by third-party providers (Meta, Google, Stripe), force majeure, or factors outside our reasonable control.

If you experience downtime exceeding 48 consecutive hours due to our fault, contact support@reviewax.com to request a service credit.

14. Disclaimers

To the fullest extent permitted by law, the Service is provided “as is” and “as available”. We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment.

We do not warrant that:

• Your Google Business Profile rankings will improve as a result of using the Service.
• End-Customers will respond to review requests or leave reviews.
• The number of reviews collected will match any specific volume estimate.
• The Service will be error-free, secure, or uninterrupted.
• Google will not change its algorithms or remove reviews.

Nothing in these Terms excludes liability for death, personal injury caused by negligence, fraud, or any other liability that cannot lawfully be excluded.

15. Limitation of liability

To the fullest extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility.
• Our total aggregate liability arising out of or relating to these Terms or the Service is limited to the amount you actually paid us in the 12 months immediately preceding the event giving rise to the claim, or £100, whichever is greater.

These limits apply regardless of the legal theory of the claim (contract, tort, statute, or otherwise).

16. Indemnification

You agree to indemnify, defend, and hold harmless Orixo Ltd, its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use or misuse of the Service.
• Your violation of these Terms.
• Your violation of any law or third-party right (including privacy, intellectual property, or anti-spam laws).
• Any End-Customer complaint relating to messages sent on your behalf.

17. Termination

You may terminate by cancelling your subscription. We may terminate or suspend your account immediately if you breach these Terms, fail to pay, become insolvent, or use the Service unlawfully. Upon termination, your right to use the Service ends, and we may delete your data after 30 days as described in our Privacy Policy. Provisions that by their nature should survive termination (including IP, indemnification, liability limitation, and governing law) survive.

18. Modifications to these Terms

We may update these Terms from time to time. For material changes, we will give at least 14 days’ notice by email or through the Service. Continued use of the Service after changes take effect constitutes acceptance. If you disagree, your sole remedy is to cancel your subscription.

19. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. Any dispute arising out of or in connection with these Terms is subject to the exclusive jurisdiction of the courts of England and Wales, except that we may seek injunctive relief in any competent court to protect our intellectual property.

Nothing in this section affects your statutory rights as a consumer where you are a consumer under applicable law.

20. General

• Entire agreement. These Terms, together with the Privacy Policy, Refund Policy, Cookie Policy, and any Data Processing Addendum, constitute the entire agreement between us.
• Severability. If any provision is found invalid, the rest remain in effect.
• No waiver. Failure to enforce a provision is not a waiver.
• Assignment. You may not assign these Terms without our consent. We may assign in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control.
• Notices. Notices to us must be sent to legal@reviewax.com. Notices to you may be sent to your account email.
• Third-party rights. No one other than the parties has rights under these Terms (Contracts (Rights of Third Parties) Act 1999 excluded).

21. How to contact us