Business Subscription Agreement

1.1 This Agreement is between Nod, trading as part of the Optima Group (“Nod”, “we”, “us” or “our”), and the business identified as the Subscriber in the Order Form (“Subscriber”, “you” or “your”).

1.2 The Order Form and these terms together form the Agreement. This is a business-to-business contract and the Subscriber confirms that it enters into it wholly or mainly for the purposes of its trade, business, craft or profession.

2.1 Nod will provide the services specified in the Order Form, which may include programmed NFC devices, QR functionality, a Subscriber-branded or co-branded feedback landing page, feedback management portal, notifications, reporting and links to third-party review platforms. The precise functionality, locations, devices, users and additional services are those stated in the Order Form or subsequently agreed in writing.

2.2 The Service is intended to help businesses invite genuine customer feedback, understand customer experience and manage feedback. Nod does not promise any particular number, rating, publication or retention of reviews, search-engine position, revenue increase or other commercial outcome.

2.3 Nod may make reasonable changes to improve functionality, security or legal and regulatory compliance, provided such changes do not materially reduce the core Service purchased during a paid subscription period.

3.1 Unless the Order Form expressly states that devices are rented or loaned, physical NFC devices purchased and paid for become the Subscriber’s property on delivery. Software, programming, URLs, QR functionality, platform architecture, workflows, templates, designs, know-how, trade marks and other intellectual property embedded in or accessed through the Service remain Nod’s or its licensors’ property.

3.2 The Subscriber must not tamper with, reverse engineer, reprogramme, clone, reproduce, extract or use Nod devices, QR codes, links, software, workflows or technical configuration to circumvent the Service or charges, or enable a third party to do so. Replacement of lost, damaged or stolen devices is chargeable unless otherwise agreed.

4.1 The Subscriber must provide accurate information, branding, location details, review-page links and other materials reasonably required; keep portal credentials secure; promptly notify Nod of suspected unauthorised access; remain responsible for customer-facing statements, staff conduct and lawful use of customer information; and ensure instructions concerning personal data, customer communications and third-party platforms are lawful.

4.2 The Subscriber must use the Service lawfully and must not create, commission, incentivise, manipulate or misrepresent reviews or customer feedback.

5.1 The Service may link customers to Google or other third-party platforms. Those platforms are independent of Nod and operate under their own terms, policies, algorithms and moderation practices. Nod is not Google, is not endorsed or sponsored by Google, and does not control whether a platform accepts, publishes, removes, displays or ranks any review.

5.2 The Subscriber is responsible for selecting and using any review-routing configuration made available through the Service and must ensure its selection, configuration and use comply with the then-current terms, policies and guidelines of each applicable third-party review platform. Nod does not warrant that any particular configuration is permitted.

5.3 Nod may modify, restrict, suspend or disable any routing configuration or feature where reasonably necessary to address platform policy, legal or regulatory requirements, regulator guidance, security concerns or material risk to Nod, the Subscriber or customers. Platform policies may change without notice; such change does not constitute a breach by Nod where Nod uses reasonable endeavours to provide an appropriate alternative.

6.1 The Subscriber will pay the set-up fee and subscription fees stated in the Order Form, together with VAT and applicable taxes. The set-up fee is payable on acceptance and is non-refundable once configuration work has materially commenced, except where required by law or Nod agrees otherwise. Subscription fees are invoiced in advance.

6.2 Nod may charge separately for additional locations, devices, custom design, integrations, development, training or other work outside the agreed Service. Undisputed invoices are payable within 14 days unless otherwise stated. Nod may charge statutory interest and recovery costs and, after reasonable notice, suspend the Service for overdue undisputed sums.

6.3 The Agreement begins when the Order Form is accepted and continues for the Initial Term. Unless the Order Form states otherwise, it then renews automatically for successive periods matching the Subscriber’s billing frequency. Either party may prevent renewal by giving at least 30 days’ written notice. Cancellation during a discounted annual or fixed committed term does not entitle the Subscriber to a refund of prepaid fees unless Nod is in material breach and fails to remedy it under clause 11.

7.1 Nod will use reasonable skill and care in providing the Service but does not warrant uninterrupted or error-free availability. The Service may be unavailable for planned or emergency maintenance, internet or telecommunications failures, third-party outages or matters outside Nod’s reasonable control. Nod will use reasonable endeavours to investigate material faults and restore affected functionality within a reasonable period, taking account of severity and third-party dependencies.

8.1 The Subscriber grants Nod a non-exclusive, royalty-free licence during the Agreement to use its name, logo, branding and supplied materials solely to provide and support the Service and warrants that it has the right to provide them. Neither party acquires ownership of the other’s pre-existing intellectual property.

8.2 As between the parties, the Subscriber retains its rights in customer feedback and Subscriber-specific business data, subject to Nod’s right to process that data to provide the Service. Nod may use aggregated and irreversibly anonymised information that identifies neither the Subscriber nor an individual to operate, secure, analyse and improve its services and produce statistical insights.

8.3 Each party must keep the other’s confidential information confidential and use it only for the Agreement, except where information is lawfully public, already known, lawfully received without restriction or required to be disclosed by law or competent authority. Nod may not use the Subscriber’s name or logo in public customer lists, case studies or promotional materials without prior consent.

9.1 Each party will comply with applicable data protection law, including UK GDPR and the Data Protection Act 2018. Where Nod processes personal data on the Subscriber’s behalf, the Subscriber is controller and Nod processor, subject to the parties’ actual legal roles. The Subscriber is responsible for lawful basis and required privacy information. Nod may act as an independent controller for limited administration, billing, security, fraud prevention and legal compliance.

9.2 Nod will process Subscriber personal data only on documented instructions unless required by law; ensure authorised personnel are subject to confidentiality; and implement appropriate technical and organisational security measures. The Subscriber gives Nod general written authorisation to appoint sub-processors required for hosting, communications, support, analytics and related infrastructure. Nod will impose materially equivalent data-protection obligations and remains responsible as required by law.

9.3 Nod will provide information about material new sub-processors and a reasonable opportunity to object on legitimate data-protection grounds; reasonably assist with data-subject rights, security obligations, personal-data breaches, DPIAs and prior consultation; and notify the Subscriber without undue delay after becoming aware of a personal data breach affecting Subscriber personal data.

9.4 Nod will not make a restricted transfer of Subscriber personal data outside the UK unless an appropriate lawful transfer mechanism or safeguard applies. At the end of the Service, Nod will, at the Subscriber’s choice and subject to reasonable technical processes, return or delete personal data unless law requires storage; secure backups may remain until overwritten in the ordinary cycle.

9.5 Nod will make available information reasonably necessary to demonstrate processor compliance and allow reasonable audits or inspections. Unless required by a regulator or following a material incident, audits must be on reasonable notice, during normal business hours, minimise disruption, protect other customers’ information and ordinarily occur no more than once in any 12-month period. The Subscriber warrants its instructions are lawful and will not instruct Nod to collect special-category data unless expressly agreed in writing with appropriate safeguards.

10.1 Each party warrants authority to enter the Agreement. Nod warrants that it will provide the Service with reasonable skill and care. Except as expressly stated, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. Nod does not warrant that use of the Service will prevent negative reviews, guarantee positive reviews, improve Google ranking or search visibility, or produce any particular business result.

10.2 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited. Subject to that, neither party is liable for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or indirect or consequential loss.

10.3 Nod’s total aggregate liability arising out of or in connection with the Agreement in any 12-month period will not exceed 100% of subscription fees paid or payable in that period. Nod’s aggregate liability for breach of its data-protection obligations, confidentiality obligations or infringement of the Subscriber’s intellectual property rights will not exceed 200% of subscription fees paid or payable in the relevant 12-month period. These limitations apply to the fullest extent permitted by law whether liability arises in contract, tort (including negligence), breach of statutory duty or otherwise.

11.1 Either party may terminate immediately for an irremediable material breach or where a remediable material breach is not remedied within 30 days after written notice, and may terminate immediately for insolvency or an analogous event. Nod may suspend access where reasonably necessary because of non-payment, security risk, unlawful use, material breach, misuse of third-party review platforms or a requirement of law or a relevant platform provider. Where reasonably practicable, Nod will give advance notice and an opportunity to remedy.

11.2 On expiry or termination, the Subscriber’s right to use the hosted Service and portal ends. Nod may deactivate or redirect Nod-controlled URLs and NFC destinations and need not maintain active links after the paid term. On request made before termination or within 30 days afterwards, Nod will make available a reasonable export of Subscriber feedback data in a commonly used format where technically practicable, subject to payment of undisputed sums. Accrued rights and provisions intended to survive, including confidentiality, intellectual property, liability and payment obligations, continue.

12.1 The Service may be used only for genuine customer feedback and legitimate business purposes. The Subscriber must not create or procure fake reviews, impersonate customers, offer prohibited incentives for positive reviews, require particular review content or otherwise manipulate ratings or reviews.

12.2 The Subscriber acknowledges that platform policies may prohibit discouraging negative reviews, review gating or selectively soliciting positive reviews. The Service must not be represented as endorsed by Google unless Google has expressly authorised that representation. Nod may investigate suspected misuse and suspend affected functionality while doing so, acting reasonably and, where appropriate, allowing the Subscriber an opportunity to explain or remedy the issue.

13.1 Neither party may assign the Agreement without the other’s prior written consent, not to be unreasonably withheld or delayed, except Nod may assign to a group company or in connection with a bona fide sale, merger or reorganisation. Neither party is liable for delay or failure caused by events outside its reasonable control, except payment obligations already due.

13.2 A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. If a provision is invalid or unenforceable it will be modified to the minimum extent necessary and the remainder continues in force. Failure or delay in exercising a right is not a waiver.

13.3 Notices must be in writing and may be delivered by hand, prepaid first-class post or email to the Order Form contact details; a termination notice should be clearly headed “Notice of Termination”. The Agreement constitutes the entire agreement concerning its subject matter and supersedes previous discussions, proposals and representations, except fraud or fraudulent misrepresentation. No variation is effective unless agreed in writing by authorised representatives, save for changes expressly permitted under this Agreement.

14.1 This Agreement and any non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement.