Managed Services Agreement

01 Who We Are and This Agreement

GBPcentral Managed Services (the “Managed Service”) is a Google Business Profile management service provided by Stackvate Inc., a corporation incorporated in the State of New York, United States, which owns and operates GBPcentral. You accept this Agreement when you place an order or accept a proposal for the Managed Service and confirm your agreement by a clear positive action, such as ticking the consent box. The version of this Agreement you accept is recorded with your order.

References to “we,” “us,” or “our” mean Stackvate Inc. References to “you” or the “Client” mean the business that orders the Managed Service. If you accept this Agreement on behalf of a business, you represent that you have the authority to bind that business and to authorize the management of its Business Profile.

This Agreement applies together with our Terms of Service, which govern your account and your use of the GBPcentral platform, including the client portal. If this Agreement and the Terms of Service conflict on a matter about the Managed Service, this Agreement governs.

02 Definitions

Capitalized terms have the meanings below. Terms defined in the Terms of Service have the same meaning here.

Business Profile

The free listing Google provides for a business on Google Search and Google Maps, formerly known as Google My Business.

Location

One Business Profile included in your Order.

Package

The monthly package you order (Essentials, Growth, Dominance or Full Local SEO), as described on the GBP management services page.

Package Lines

The work a Package lists, with its counts and response times, per Location per month.

One-Time Service

Work on one Business Profile that is bought once, not monthly, as Section 19 describes.

Order

Your purchase of a Package for a number of Locations, or of a One-Time Service for one Business Profile.

Proposal

A written statement of the work and the prices that we send you for a Package priced from a starting figure, or for 26 or more Locations, and that you accept in the Portal.

Start Date

The date work starts, named in the acceptance of your Order or in the Proposal you accept.

Portal

The GBPcentral client portal, where you see your reports, answer approval requests, and manage the Managed Service.

Business Day

Monday to Friday, excluding United States federal public holidays.

03 The Service and Your Package

For each Location in your Order, we do the work your Package Lines describe in every month that is paid. The Package Lines in effect when you order, or those in the Proposal you accept, are recorded with your Order and are the work you are buying. A later change to the packages on our site does not change the work in your Order. Your Order changes only when you accept a new Proposal (Section 6) or under Section 17.

Some results depend on Google alone, such as a verification, a decision on a suspended profile, or whether an edit is shown. We do the work and report what Google decided.

04 Business Profile Is Free From Google

Business Profile is a service Google provides at no extra cost. Google says you can add or claim your business at no charge, and its third-party policies require a company that charges a management fee to tell its customers so. The fees in this Agreement pay for our work. They are not a charge for the Business Profile.

We state our fees in writing before we manage your profile: on the services page, in your Order or Proposal, and in this Agreement. Every invoice names the Package and shows the fee.

05 Fees, Payment and Taxes

5.1 Monthly price and setup fee

Each Package has a monthly price per Location and a one-time setup fee per Location, shown on the services page and in your Order or Proposal. The setup fee pays for the work before the first month: the starting measurement, the profile build-out, the citation and duplicate checks, and the review request setup.

5.2 More than one Location

When one Order covers two or more Locations, the monthly price and the setup fee of every Location in the Order are reduced as follows:

• 2 to 5 Locations: 5 percent off each Location.
• 6 to 10 Locations: 10 percent off each Location.
• 11 to 25 Locations: 15 percent off each Location.
• 26 or more Locations: priced in a Proposal.

5.3 Payment before work

Prices are in United States dollars. The setup fee and the first month are charged when you place your Order, before any work. Each later month is charged in advance, at the start of its billing period, until the Managed Service ends. We do not bill for a month’s work after it has been done. Work outside your Package is charged under Section 13.

Payments are processed by Stripe, Inc. and are subject to Stripe’s terms and privacy policy. By providing a payment method, you authorize us and our payment processor to charge it for each month in advance until the Managed Service ends, and for any work you approve under Section 13.

5.4 Taxes

Fees are exclusive of all applicable taxes, levies, and duties. You are responsible for any sales, use, or similar taxes arising from the Managed Service, other than taxes based on our net income.

06 Packages Priced From a Starting Figure

A Package whose price is shown “starting at” a figure (Full Local SEO) is bought through a Proposal, and so is an Order for 26 or more Locations. The starting price buys the work listed for the Package on the services page. A larger scope is priced in the Proposal.

You request a scope, we review your business and your website, and we send a Proposal with the work, the monthly price, the setup fee and the Start Date. A Proposal for a Package priced from a starting figure is never priced below that starting price for your number of Locations, after the reduction in Section 5.2. It stays open for 14 days. You pay only after you accept it in the Portal; your acceptance and payment are your Order.

A change of scope on a running Managed Service is made by a new Proposal. Once you accept it, its price applies from your next billing period, without proration. A change of scope you have not accepted does not change your price.

07 Order Review, Start Date and Refunds

Every Order is reviewed before work starts, because the Managed Service is built for the business types listed as served on the services page. We review your Order within 2 Business Days of payment. If we can serve your business, we send you an acceptance that names your Start Date. If we cannot, we decline the Order and refund your payment in full.

For an Order made through a Proposal, the review takes place before the Proposal is sent, so your payment confirms the Order with the Proposal’s Start Date.

You may cancel your Order before the Start Date for a full refund. Once work has started on the Start Date, fees are not refunded, and ending the Managed Service follows Section 15. Refunds are made to the payment method you paid with.

This Section does not limit any non-waivable statutory refund or cancellation right that applies to you under the consumer-protection law of your state.

08 Failed Payments

Work is paid for before it is done. If a monthly payment fails, the Managed Service is paused for that month and no work is done until the payment goes through. We tell you that the service is paused and how to update your payment method. Our payment processor may try the payment again. When the payment succeeds, the work resumes.

If a payment stays unpaid, we may end the Managed Service under Section 16.

09 Ownership, Access and Consent

9.1 You keep ownership

You keep ownership of every Business Profile in your Order. Google’s third-party policies say all end customers must retain ownership or co-ownership of their Business Profile at all times. You add us as a manager of your profile, never as an owner, and we never ask for your password. Where a profile has to be created, you are made its owner and we are made its manager. Google explains the two roles on its page about owners and managers.

9.2 Your consent

Google allows a third party to manage a Business Profile only with the business owner’s express consent, and says verbal consent isn’t sufficient. You give that consent by a clear positive action when you place your Order or accept a Proposal. We record the time, the network address it came from, and the version of the consent text, and we keep that record as the written or digital proof of consent that Google’s policies require if there is a dispute.

You confirm that you own each Business Profile in your Order, or that its owner has authorized you to give this consent.

10 Approval of Review Replies and Posts

Google’s policies require your explicit approval before a third party responds to reviews on your behalf, and your prior, specific and express consent before any reply or edit is made automatically. You choose how we have that approval:

• Approve each. Every review reply and post waits in the Portal until you approve it. Every Order starts with this setting.
• Approved in advance. You approve, once, the way our replies and posts are written, and each one is then published without waiting. Every published item is logged in the Portal for you to read.

You can change the setting in the Portal at any time. An item on which you ask for changes is not published until you approve it.

11 Changes to Your Profile

We tell you about every change we make to your Business Profile within 48 hours of making it, in a notice separate from any notice Google sends you. Google’s Business Profile API policies set that 48-hour limit.

Google updates and suggested edits to your profile are reviewed with you before they are accepted or disputed. We never discard them automatically.

12 Your Responsibilities

You agree to:

• give us accurate information about your business, and tell us promptly when it changes, such as your hours, services, address, phone number, or a closure;
• add us as a manager of each Business Profile in your Order once your Order is accepted;
• supply the photos and other material the work needs, and only material you own or have the right to use;
• answer approval requests in the Portal, and verification requests from Google, in good time; and
• not ask us to do anything that breaks Google’s policies or the law.

Work that needs your approval, your material, or access to your profile is done once you provide it. We do not do work that would break Google’s policies or the law, such as posting fake reviews or adding words to your business name that are not part of your real name.

13 Work Outside Your Package

Work that is not in your Package Lines is done only if you approve it first in the Portal. It is charged at the hourly rate stated in your Order (currently $150 an hour for every Package), in 15-minute increments of the time recorded, to the payment method on file once the approved work is done.

14 Results and No Ranking Guarantee

Google says there’s no way to request or pay for a better local ranking on Google, and its ranking tips say local results are mainly based on relevance, distance, and popularity. We do not guarantee a position on Google, a number of calls or customers, or that your profile will appear in Google Search or Google Maps at all times.

We report the work done and the figures that show what changed in a report every month, which you can also see in the Portal.

15 Ending the Service

There is no minimum term. You can end the Managed Service at any time, without a fee, in the Portal or by writing to support@gbpcentral.com. Ending takes effect at the end of the month you have paid for: the work continues until then, you are not charged again, and once work has started the paid month is not refunded. When the Managed Service ends, we remove our access to your Business Profile within 7 Business Days and send you a report of the work done.

Google’s policies require that you have a quick and easy way to end the service, and that you can regain exclusive control of your Business Profile within 7 business days of your notice. You can ask us at any time to remove our access, and we do so within 7 Business Days of your request, even before the paid month ends; work that needs access stops then. You can also remove us yourself at any time under People and access in your Business Profile settings. Google notes that a removed user’s replies to reviews, posts, and other actions stay on the Business Profile.

16 Suspension and Ending by Us

We may suspend or end the Managed Service on the grounds in Section 15.2 of the Terms of Service, or if a monthly payment stays unpaid. When the Managed Service ends for any reason, we remove our access to your Business Profile within 7 Business Days, as Section 15 describes.

17 Price Changes

We may change the price of a Package. Before a new price applies to your Managed Service, we give you at least 30 days’ written notice, and you may end the Managed Service before the new price takes effect. Google’s third-party policies ask a third party to avoid sudden or dramatic changes in its fees, and we follow that rule.

18 Data and Records

Our Privacy Policy describes how we handle personal information. A competitor comparison in your reports uses the public information Google shows about competing businesses, never information a business has given us privately.

We keep the record of your Order, your consent, your approvals, and the changes we made after the Managed Service ends, because it is the proof Google’s policies require if there is a dispute.

19 One-Time Services

19.1 What a One-Time Service is

A One-Time Service is work on one Business Profile that is bought once, not monthly: Profile Optimization, Profile Verification and Profile Reinstatement. Each is described on its own page with the work it includes, and that work is recorded with your Order. The rest of this Agreement applies to a One-Time Service as it does to a Package, except Sections 5.1, 5.2, 6 and 8, the first paragraph of Section 15, and where this Section says otherwise.

19.2 The fee and when it is charged

A One-Time Service has one fee for one Business Profile, shown on its page and in your Order. There is no monthly fee, and no reduction applies for more than one profile.

• Paid before the work (Profile Optimization). The fee is charged when you place your Order, before any work.
• Charged on Google’s decision (Profile Verification and Profile Reinstatement). You save a card when you place your Order, and nothing is charged then. We charge the fee to that card only once Google verifies or reinstates the Business Profile, and we record Google’s confirmation with your Order. If Google does not, nothing is charged. If the charge fails, you can pay the invoice on our payment processor’s page or add a new card in the Portal.

19.3 Order review, cancellation and refunds

Every Order for a One-Time Service is reviewed under Section 7. If we decline it, a fee you paid is refunded in full and a saved card is not charged. You may cancel a service paid before the work for a full refund until the Start Date; once work has started, the fee is not refunded. You may cancel a service charged on Google’s decision, with nothing charged, at any time until its verification request or appeal is submitted to Google.

19.4 The steps Google keeps for you

Some steps Google keeps for the business itself. Google says not to share a verification code with anyone, even with those who manage your Business Profile, so you enter it yourself; a verification video is recorded at your business; and an appeal is submitted from the Google Account on the profile. Google says appeals can only be submitted once, so we prepare the appeal with you and it is submitted only when the fixes and the evidence are ready. Google decides every verification and every appeal, and we do not guarantee either outcome.

19.5 Reinstatements quoted in writing

A reinstatement after Google has not approved an earlier appeal, or when someone else claims the Business Profile, is quoted in writing before any work starts.

19.6 When a One-Time Service ends

A One-Time Service ends when its work is complete or Google has decided, or when you cancel it under Section 19.3. When it ends, we remove any access we hold to your Business Profile within 7 Business Days, and you can ask us at any time to remove it sooner, as Section 15 describes.

20 Questions and Complaints

If something about the Managed Service is wrong, write to support@gbpcentral.com or use our contact page. Google publishes its tips for working with a third party to manage a Business Profile. If you believe a third party has broken Google’s policies, Google lets you report a violation of its third-party policy.

21 Liability, Disputes and General Terms

The following sections of the Terms of Service apply to this Agreement and to the Managed Service as if they were written here, with “Service” including the Managed Service: Section 12 (Warranties and Disclaimers), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 16 (Export Controls, Sanctions and Compliance), Section 17 (Governing Law and Dispute Resolution) and Section 18 (General Provisions).

This Agreement, the Terms of Service, the Privacy Policy, and your Order or accepted Proposal together form the entire agreement between you and us about the Managed Service.

22 Changes to This Agreement

We may update this Agreement. The effective date and version are shown at the top of this page. A change that affects a running Managed Service takes effect only after at least 30 days’ written notice, and you may end the Managed Service before it does. The version you accepted stays on record with your Order.

23 Contact Us

For questions about this Agreement or to give legal notice, contact us using one of the channels below.