Managed Service Terms

1.1 In this Agreement the following terms have the following meanings:

“Activation Charge”

means £99.00 plus VAT for the Client’s first Location, plus £29.00 plus VAT for each additional Location, up to a maximum of £199.00 plus VAT in total, unless the Order Form specifies a different amount. The Activation Charge is non-refundable.

“Agreement”

means the Order Form together with Schedule 1 and Schedule 2.

“Business Day”

means a day other than a Saturday, Sunday or public holiday in England.

“Charges”

means the fees for the Service set out in the Order Form.

“Client Data”

means all data provided by the Client, and all data collected by Titanium on the Client’s behalf in the course of providing the Service, including Feedback, Review text and Location performance data.

“Feedback”

means a message submitted by a customer of the Client through the Shield, together with any rating, email address and metadata submitted with it.

“Hardware”

means the Titanium NFC units supplied to the Client under this Agreement, comprising Pucks, Stations or both.

“Location”

means a trading premises of the Client listed in the Order Form or added under clause 6.4.

“Order Form”

means the order form for the Service signed by the parties or, where the Client subscribes to the Service online without signing one, the subscription confirmation issued by Titanium to the Client recording the Locations, the Charges and the Service Start Date.

“Portal”

means the Titanium web dashboard made available to the Client.

“Puck”

means a Titanium adhesive NFC disc.

“Response”

means a reply to a Review published on the Client’s Google Business Profile.

“Review”

means a public review of a Location published on Google.

“Service”

means the managed review service described in clause 2.

“Service Start Date”

means the date on which the first item of Hardware goes live at a Location, or the date on which Titanium first publishes a Response for the Client, whichever is earlier.

“Shield”

means the Titanium feedback interface presented to a customer after they interact with an item of Hardware.

“Station”

means a Titanium free-standing NFC unit.

1.2 Clause headings do not affect interpretation. A reference to a statute includes any amendment or re-enactment of it. “Including” and “in particular” do not limit the words that precede them.

1.3 If there is any conflict between the documents forming this Agreement, the order of priority is: the Order Form, then Schedule 2, then Schedule 1.

1.4 This Agreement is formed when the Client signs an Order Form, or when the Client subscribes to the Service online and accepts these terms at the point of subscribing. Both routes create the same Agreement on the same terms.

1.5 The Titanium Terms of Service published at titanium-reviews.com/terms govern the self-serve purchase of hardware and software subscriptions. This Agreement governs the managed service. Where both apply to the Client, this Agreement prevails in respect of the Service to the extent of any conflict, including as to the supply of Hardware and the limitation of liability.

2.1 Titanium shall provide the following at each Location for the duration of this Agreement:

1. supply and configuration of Hardware, and hosting of the Shield;
2. access to the Portal for the Client’s nominated users;
3. collection and storage of Feedback, and alerting of the Client to negative Feedback;
4. monitoring of Reviews at each Location;
5. the managed reply service described in clause 3; and
6. a weekly written report covering rating movement, Review volume, Feedback themes and recommended actions.

2.2 Titanium shall provide the Service with reasonable skill and care.

2.3 Titanium may change the composition or technical operation of the Service from time to time, provided the change does not materially reduce the Service. Titanium shall give the Client at least thirty (30) days’ written notice of any change that materially reduces the Service, and the Client may terminate under clause 7.4 if it does not accept the change.

2.4 The Portal and the Shield are made available on the basis that they will be substantially available, excluding planned maintenance and any failure of a third party platform outside Titanium’s control. Titanium does not offer a contractual uptime guarantee under this Agreement.

3.1 The Client appoints Titanium to draft and publish Responses on the Client’s behalf, and grants Titanium standing authority to do so without seeking approval for each individual Response.

3.2 The authority granted under clause 3.1 is limited to publishing, editing and deleting Responses. It does not extend to any other change to the Client’s Google Business Profile, and Titanium shall not alter the Client’s business name, address, opening hours, categories, photographs, products or any other listing content.

3.3 Titanium shall use reasonable endeavours to publish a Response to each new Review within three (3) Business Days of it appearing.

3.4 In drafting a Response, Titanium shall not, without the Client’s specific written instruction:

1. admit legal liability or fault on the part of the Client;
2. offer a refund, discount, voucher or other compensation;
3. disclose personal data of any individual beyond what the reviewer has already made public; or
4. comment on any matter that is the subject of a legal claim, an insurance claim or a regulatory investigation.

3.5 Titanium shall not publish a Response and shall instead refer the Review to the Client’s primary contact where the Review alleges food safety, illness, injury, discrimination, harassment or criminal conduct. The Client shall respond to a referral under this clause within two (2) Business Days.

3.6 The Client may require Titanium to edit or delete any Response at any time. Titanium shall action the request within one (1) Business Day of receiving it.

3.7 The Client acknowledges that a Response, once published, is attributed to the Client by Google and is visible to the public. The Client is responsible for reviewing published Responses periodically and for notifying Titanium of any Response it wishes to change.

3.8 Titanium may use automated tools, including AI language models, to draft Responses. Every Response is reviewed by a member of the Titanium team before it is published.

4.1 The Client shall:

1. grant and maintain the Google Business Profile access described in the Order Form and in clause 3, for the duration of this Agreement;
2. keep its Google Business Profile in good standing and comply with Google’s terms and policies;
3. provide accurate information about each Location, and notify Titanium promptly of any change;
4. install and maintain the Hardware at the Locations in a position accessible to customers;
5. nominate at least one contact who will respond to referrals under clause 3.5 and to alerts about negative Feedback; and
6. obtain and maintain any consent or notice required for Titanium to process Feedback on its behalf, as further set out in Schedule 2.

4.2 Titanium is not liable for any failure to provide the Service, or any part of it, to the extent that the failure is caused by the Client’s failure to comply with clause 4.1. Where Google Business Profile access is withdrawn or not granted, Titanium shall continue to invoice the Charges in full and shall provide the remainder of the Service.

5.1 Hardware is manufactured to order for the Client, carries the Client’s branding, and cannot be returned to stock or supplied to any other customer. Title to each item of Hardware passes to the Client on delivery, and the Client is not required to return any item of Hardware at any time, including on termination of this Agreement. The Activation Charge is Titanium’s sole means of recovering the cost of manufacturing Hardware, and no further sum is payable in respect of Hardware on termination.

5.2 Titanium shall replace any item of Hardware that fails in normal use, at no charge, for as long as this Agreement remains in force. This does not cover loss, theft, deliberate damage or damage caused by misuse.

5.3 The Client shall not modify any item of Hardware, remove or obscure Titanium branding on it, or rewrite the data encoded on it.

6.1 The Client shall pay the Activation Charge on signature of the Order Form or, where the Client subscribes online, at the point of subscribing. The Client shall pay the Charges monthly in advance from the Service Start Date.

6.2 All Charges and the Activation Charge are exclusive of VAT, which is payable in addition at the prevailing rate.

6.3 If the Client fails to pay any sum when due, Titanium may charge interest and recover costs under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the Service on seven (7) days’ written notice until payment is received. Suspension does not relieve the Client of its obligation to pay the Charges for the period of suspension.

6.4 Locations may be added at any time by written agreement, including by email. The Charge for an added Location is pro-rated to the next billing day and billed in full thereafter. The Client shall pay the Activation Charge in respect of an added Location, subject always to the maximum total Activation Charge set out in the definition of Activation Charge in clause 1.1.

6.5 Titanium may increase the Charges once in any twelve (12) month period, on not less than sixty (60) days’ written notice. If the Client does not accept an increase it may terminate under clause 7.4.

7.1 This Agreement begins on the Service Start Date and continues on a rolling monthly basis.

7.2 Either party may terminate this Agreement for convenience at any time by giving the other party thirty (30) days’ written notice.

7.3 Either party may terminate this Agreement immediately by written notice if the other party:

1. commits a material breach which is capable of remedy and fails to remedy it within thirty (30) days of written notice specifying the breach;
2. commits a material breach which is not capable of remedy; or
3. becomes insolvent, enters administration or liquidation, or has a receiver appointed over any of its assets.

7.4 Where this Agreement gives the Client a right to terminate under clause 2.3 or clause 6.5, the Client may terminate by giving written notice within thirty (30) days of Titanium’s notice of the change, with termination effective on the date the change would have taken effect.

7.5 On termination:

1. the Client shall pay all Charges due up to the effective date of termination;
2. Titanium shall cease publishing Responses and shall notify the Client, which may then remove Titanium’s Google Business Profile access;
3. the Client may export Client Data from the Portal for ninety (90) days; and
4. Titanium shall delete Client Data in accordance with clause 8 of Schedule 2.

7.6 Clauses 9, 10, 11, 13 and 15 survive termination.

7.7 Thirty day cancellation. The Client may terminate this Agreement for any reason by giving written notice within thirty (30) days of the Service Start Date. Where the Client does so, Titanium shall refund the monthly Charges paid by the Client within fourteen (14) days of the notice. The Activation Charge is not refundable. The Client keeps the Hardware.

7.8 Except as set out in clause 7.7, Charges already paid are not refundable and no refund is due in respect of a partial month.

8.1 The Service does not remove, suppress, hide, delay or filter any Review, and does not prevent any customer from leaving a Review.

8.2 The Shield presents a link to the Client’s Google review page on every screen on which a customer may leave Feedback, including where the customer has indicated a negative experience. The link is presented before the customer submits Feedback and again afterwards.

8.3 Titanium does not write, commission, buy or solicit false Reviews, and shall not do so on the Client’s behalf. The Client shall not ask Titanium to do so. Both parties acknowledge that submitting or commissioning fake reviews is an offence under the Digital Markets, Competition and Consumers Act 2024.

8.4 The Client shall not offer any customer a reward, discount or other incentive that is conditional on leaving a positive Review or on the content or rating of a Review.

8.5 A breach of clause 8.3 or 8.4 by the Client is a material breach which is not capable of remedy for the purposes of clause 7.3(b).

9.1 Titanium owns all intellectual property rights in the design of the Hardware, the Shield, the Portal, the Titanium platform and all software, designs and documentation used to provide the Service. Nothing in this Agreement transfers any of those rights to the Client. Title to a physical item of Hardware passing to the Client under clause 5.1 does not transfer any intellectual property right in its design, and does not entitle the Client to reproduce it.

9.2 The Client owns all Client Data. The Client grants Titanium a non-exclusive licence to use Client Data for the purpose of providing the Service.

9.3 Titanium may use Client Data in anonymised and aggregated form, from which the Client and any individual cannot be identified, to operate and improve the Service and to produce industry benchmarks.

9.4 The Client grants Titanium a non-exclusive licence to use the Client’s name and logo to identify the Client as a customer on Titanium’s website and in sales material. Titanium shall not publish any performance figures, rating data or case study naming the Client without the Client’s prior written approval, which may be given by email. The Client may withdraw the licence in this clause on thirty (30) days’ written notice.

10.1 Each party shall keep confidential all information disclosed to it by the other party which is marked as confidential or which a reasonable person would understand to be confidential, and shall not disclose it to any third party except to its personnel and sub-contractors who need it in order to perform this Agreement.

10.2 Clause 10.1 does not apply to information which is or becomes public through no fault of the receiving party, which the receiving party already held without an obligation of confidence, or which the receiving party is required to disclose by law or by a regulator.

10.3 This clause survives termination for a period of three (3) years.

11.1 Schedule 2 (Data Processing Agreement) applies to all processing of personal data under this Agreement and forms part of it.

11.2 In respect of Feedback and Review data, the Client is the controller and Titanium is the processor, as those terms are defined in the UK GDPR.

12.1 Each party warrants that it has the authority to enter into this Agreement.

12.2 Titanium does not warrant, and the Client acknowledges that Titanium has not represented, that the Service will:

1. increase the Client’s Google star rating, Review volume or search ranking;
2. achieve any particular commercial result; or
3. prevent negative Reviews.

12.3 The Service depends on services operated by Google and other third parties. Titanium is not liable for any change to, restriction of, or withdrawal of a third party service, including any change to Google’s policies, application programming interfaces or access permissions. If a third party change makes any part of the Service impossible to provide, Titanium shall notify the Client and the parties shall discuss a reduction in the Charges in good faith.

12.4 Except as expressly set out in this Agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.5 Statutory rights. Nothing in this Agreement excludes or restricts any right or remedy of the Client under the Supply of Goods and Services Act 1982, the Sale of Goods Act 1979 or any other statute, to the extent that the right or remedy cannot lawfully be excluded or restricted. Clause 12.4 is subject to this clause.

12.6 Business contract. The Client enters into this Agreement for the purposes of its trade, business, craft or profession. The Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to it, and the Client has no statutory cancellation right. The contractual cancellation right in clause 7.7 is given by Titanium instead.

12.7 Clients outside the United Kingdom. Where the Client is established in the European Economic Area or elsewhere outside the United Kingdom, nothing in this Agreement affects any right of the Client under the mandatory law of its own jurisdiction which cannot be excluded by agreement.

13.1 Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded by law.

13.2 Subject to clause 13.1, neither party is liable to the other for loss of profit, loss of business, loss of anticipated savings, loss of goodwill or reputation, or any indirect or consequential loss, whether arising in contract, tort (including negligence) or otherwise.

13.3 Subject to clause 13.1, Titanium’s total liability arising out of or in connection with this Agreement is limited to an amount equal to the Charges paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim, or where less than twelve months have elapsed since the Service Start Date, the Charges paid to date.

13.4 The Client is responsible for the content of its Google Business Profile as a whole. Titanium’s liability in respect of the content of a Response is subject to the limits in this clause 13.

Neither party is liable for any failure or delay in performing its obligations caused by an event beyond its reasonable control, including failure of a public telecommunications network, act of government, fire, flood, epidemic or industrial action not involving that party’s own workforce. If the event continues for more than sixty (60) days, either party may terminate this Agreement on written notice.

15.1 Entire agreement. This Agreement is the entire agreement between the parties in relation to the Service and supersedes all prior discussions, proposals and quotations. Neither party has relied on any statement not set out in this Agreement. This clause does not exclude liability for fraudulent misrepresentation.

15.2 Variation. A variation of this Agreement is only effective if it is in writing and signed by both parties, except where this Agreement provides otherwise.

15.3 Assignment. Neither party may assign or transfer this Agreement without the other party’s prior written consent, which shall not be unreasonably withheld. Titanium may assign this Agreement to a successor of its business on written notice.

15.4 Sub-contracting. Titanium may sub-contract any part of the Service, and remains responsible for the performance of any sub-contractor.

15.5 Notices. Notices must be in writing and sent to the email addresses in the Order Form, or to a party’s registered office by post. A notice sent by email is deemed received on the next Business Day.

15.6 No partnership. Nothing in this Agreement creates a partnership, joint venture or employment relationship between the parties.

15.7 Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

15.8 Severance. If any provision of this Agreement is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder of this Agreement is unaffected.

15.9 Governing law and jurisdiction. This Agreement and any dispute arising out of it is governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

1.1 This Schedule applies where Titanium processes Personal Data on behalf of the Client in the course of providing the Service.

1.2 In this Schedule, “Data Protection Legislation” means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, in each case as amended. “Personal Data”, “controller”, “processor”, “data subject”, “processing” and “personal data breach” have the meanings given in the UK GDPR.

1.3 The Client is the controller and Titanium is the processor in respect of the Personal Data described in Annex 1.

1.4 The Client warrants that it has a lawful basis for the processing described in Annex 1, and that it has provided data subjects with the information required by Articles 13 and 14 of the UK GDPR.

Titanium shall:

2.1 process Personal Data only on the Client’s documented instructions, which are set out in this Agreement and in Annex 1, unless required to do otherwise by law, in which case Titanium shall inform the Client of that requirement before processing unless the law prohibits it;

2.2 notify the Client immediately if, in Titanium’s opinion, an instruction from the Client infringes the Data Protection Legislation;

2.3 ensure that any person authorised to process the Personal Data is subject to a duty of confidence;

2.4 implement the technical and organisational measures set out in Annex 3, and any further measures required by Article 32 of the UK GDPR;

2.5 taking into account the nature of the processing, assist the Client by appropriate technical and organisational measures in responding to requests from data subjects exercising their rights under Chapter III of the UK GDPR;

2.6 assist the Client in complying with its obligations under Articles 32 to 36 of the UK GDPR, taking into account the nature of the processing and the information available to Titanium;

2.7 make available to the Client all information necessary to demonstrate compliance with Article 28 of the UK GDPR, and allow for and contribute to audits conducted by the Client or an auditor appointed by the Client, on not less than thirty (30) days’ written notice and not more than once in any twelve (12) month period unless required by a supervisory authority; and

2.8 notify the Client without undue delay, and in any event within forty-eight (48) hours, of becoming aware of a personal data breach affecting the Client’s Personal Data, and provide the Client with the information it needs to meet its own notification obligations.

3.1 The Client gives Titanium general written authorisation to engage the sub-processors listed in Annex 2.

3.2 Titanium shall give the Client not less than thirty (30) days’ written notice before adding or replacing a sub-processor. The Client may object on reasonable data protection grounds within that period. If the parties cannot resolve the objection, the Client may terminate the Agreement on written notice without further charge.

3.3 Titanium shall impose on each sub-processor obligations that are substantially the same as those in this Schedule, and remains fully liable to the Client for the performance of each sub-processor.

4.1 Titanium shall not transfer Personal Data outside the United Kingdom unless an appropriate transfer mechanism is in place, being an adequacy decision, the International Data Transfer Agreement, or the UK Addendum to the EU Standard Contractual Clauses.

4.2 Annex 2 identifies which sub-processors process Personal Data outside the United Kingdom and the transfer mechanism relied on in each case.

The Client shall:

5.1 ensure that its instructions to Titanium comply with the Data Protection Legislation;

5.2 display or make available a privacy notice to its customers covering the processing described in Annex 1; and

5.3 not upload or transmit to the Portal any special category personal data as defined in Article 9 of the UK GDPR, or any criminal offence data, other than where it appears unsolicited within Feedback or a Review.

6.1 Titanium shall notify the Client without undue delay if it receives a request from a data subject relating to the Client’s Personal Data, and shall not respond to the request itself other than to confirm that it acts on the Client’s behalf and to direct the data subject to the Client.

6.2 Where a data subject asks Titanium to delete Feedback, Titanium shall pass the request to the Client and shall action it on the Client’s instruction.

7.1 Titanium retains Personal Data for the periods set out in Annex 1.

7.2 The retention periods in Annex 1 correspond to those published in Titanium’s privacy notice at titanium-reviews.com/privacy.

8.1 On termination of the Agreement, Titanium shall make Client Data available for export through the Portal for ninety (90) days.

8.2 At the end of that ninety (90) day period, Titanium shall permanently delete all Personal Data processed on the Client’s behalf, except to the extent it is required to retain a copy by law.

8.3 On the Client’s written request made during the ninety (90) day period, Titanium shall instead delete the Personal Data immediately.

If there is any conflict between this Schedule and the rest of the Agreement in relation to the processing of Personal Data, this Schedule prevails.