Terms of Service

Nudge is operated by MyNudge Concepts Inc., a corporation incorporated in the State of Delaware, United States, registered with Companies House in England and Wales as an overseas company (overseas company number FC043197), with a UK establishment (establishment number BR028316) at 37 Russell Green Close, Purley, CR8 2NS.

Nudge is a commerce decision platform for e-commerce businesses, unifying data from sources such as Amazon and Shopify and surfacing recommendations through Nelly, our AI agent, across areas including discovery, listing and content optimisation, and demand and pricing signals.

Nelly's outputs are recommendations only. Nelly does not take automated actions on your behalf, and all decisions about your business remain with you.

EU AI Act disclosure. Nelly operates as an AI system. Based on our current assessment, Nelly is classified as a limited-risk AI system under the EU AI Act (Regulation (EU) 2024/1689), which entered into force in August 2024. We will update this disclosure as the regulatory framework develops or as our product evolves.

We may offer free access to certain features or tools, including a brand or account audit, as a preview of the Service ("Free Tools"), and may offer trial access to paid features for a stated period ("Trial"). Free Tools and Trials are provided subject to these Terms and on an "as is" basis without additional warranty.

Payment details. Where a Trial requires payment details to begin, you will be asked to provide a valid payment method at signup. By providing payment details, you authorise us to charge that payment method for the applicable subscription fee if the Trial converts to a paid plan under this Section.

Conversion to a paid plan. Our standard Trial period is 7 days. At the end of the Trial period, access will either end or, where expressly stated at signup, convert automatically to a paid subscription at the fees disclosed to you at that time. Where a Trial is set to convert automatically, we will send you notice at least 2 days before the conversion date, to the email address associated with your account. Once converted, your subscription is governed by Section 6 (Subscriptions, Fees, and Payment).

Cancellation. You may cancel a Trial at any time before it converts, at no charge, through your account settings or by emailing privacy@meetnudge.com. If you cancel before the conversion date, you will not be charged.

Data handling. Data you connect during a Free Tool or Trial will be handled in accordance with our Privacy Policy.

The Service is intended for business use. You must be at least 18 years old and able to form a binding contract to use the Service. You are responsible for the accuracy of the information you provide when registering, for keeping your account credentials secure, and for all activity that occurs under your account.

The Service may allow you to connect third-party platforms, such as Amazon Seller Central or Shopify, to your Nudge account. You confirm that you have the right to authorise Nudge to access those platforms on your behalf, and you remain responsible for your obligations to those third parties. We are not responsible for the availability, accuracy, or conduct of third-party platforms.

Where a Trial converts to a paid subscription under Section 3, that subscription is thereafter governed by this Section.

Paid access to the Service is provided under the plan, fees, and billing frequency set out in your order form or as displayed at checkout. Unless stated otherwise, subscriptions renew automatically at the end of each billing period until cancelled. Fees are non-refundable except as required by law or as separately agreed in writing. We may suspend or limit access to the Service for unpaid amounts after reasonable notice.

Nelly analyses the data you connect or that we hold about your business and generates recommendations intended to support your decisions. Nelly's recommendations do not constitute financial, legal, tax, or other professional advice, and are not guaranteed to be accurate, complete, or suitable for your circumstances. You are solely responsible for evaluating and acting on any recommendation, and for the business decisions you make.

AI model training. We do not use Customer Data to train or fine-tune Nelly or any other AI model without your explicit consent. The licence granted in Section 9 below to use Customer Data to maintain and improve the Service does not include training or fine-tuning AI models on your data.

You agree not to:

• use the Service to violate any applicable law or the rights of any third party;
• reverse engineer, decompile, or attempt to extract the source code of the Service, except where permitted by law;
• interfere with or disrupt the integrity or performance of the Service;
• attempt to gain unauthorised access to the Service or related systems; or
• resell, sublicense, or provide the Service to third parties, except as expressly permitted in writing.

Nudge and its licensors own all rights, title, and interest in and to the Service, including Nelly and all related software, models, and outputs other than Customer Data. We grant you a limited, non-exclusive, non-transferable licence to access and use the Service during your subscription, for your internal business purposes.

You retain ownership of the data you connect to or upload into the Service ("Customer Data"). You grant us a licence to use Customer Data to provide and maintain the Service and to make technical improvements to its operation and performance. This licence does not extend to training or fine-tuning AI models on Customer Data without your explicit consent.

Where Nudge processes personal data on your behalf in connection with your use of the Service, the terms of our Data Processing Agreement ("DPA") apply. The DPA is available on request at privacy@meetnudge.com and is incorporated into these Terms for customers who are themselves subject to UK GDPR or GDPR. Our Privacy Policy governs Nudge's processing of personal data about you as a customer.

Each party agrees to protect the other party's confidential information with the same degree of care it uses for its own confidential information of similar nature, and not to disclose it except as needed to perform under these Terms or as required by law.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by applicable law, including under the UK Unfair Contract Terms Act 1977.

Subject to the paragraph above, the Service, including all recommendations generated by Nelly, is provided "as is" and "as available," without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that any recommendation will achieve any particular result.

Subject to the statutory carve-outs in Section 12, Nudge will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, or data, arising out of or relating to these Terms or the Service. Nudge's total aggregate liability under these Terms will not exceed the fees you paid to Nudge in the twelve (12) months preceding the claim.

The liability cap in the preceding paragraph does not apply to: (i) either party's obligations under Section 11 (Confidentiality); (ii) data protection violations; (iii) Nudge's indemnity obligations under Section 14; or (iv) liability arising from wilful misconduct or gross negligence.

By you. You agree to indemnify and hold Nudge harmless from any claims, damages, or expenses arising from your breach of these Terms, your misuse of the Service, or your violation of any law or third-party right.

By Nudge. Nudge will defend you against any third-party claim that the Service, as provided by Nudge, infringes a third party's intellectual property rights, and will indemnify you against any damages and costs finally awarded in such a claim, provided that you: (i) promptly notify Nudge in writing of the claim; (ii) give Nudge sole control of the defence and any settlement; and (iii) cooperate with Nudge's reasonable requests. This indemnity does not apply to any claim arising from Customer Data, your modifications to the Service, or your use of the Service in combination with any third-party product or service not provided or approved by Nudge.

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, governmental action, fire, flood, or failures of third-party infrastructure or telecommunications providers. The affected party will notify the other as soon as reasonably practicable and will use reasonable efforts to resume performance. If the force majeure event continues for more than 60 days, either party may terminate the affected subscription on written notice, with a pro-rata refund of prepaid fees.

These Terms remain in effect while you use the Service. We may suspend or terminate your access if you breach these Terms, including for non-payment, after reasonable notice where practicable. You may stop using the Service and close your account at any time. Sections that by their nature should survive termination, including Sections 9, 11, 12, 13, 14, and 16, will survive.

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute informally by written notice to the other party, followed by a 30-day good-faith negotiation period. Either party may seek urgent injunctive relief in any competent court without completing this step.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles, and the parties submit to the exclusive jurisdiction of the courts located in Delaware.

We may update these Terms from time to time. We will post the updated version on this page with a new effective date. For material changes, we will provide at least 30 days' advance notice through the Service or by email to the address associated with your account. Non-material changes (such as clarifications or corrections) may take effect immediately. Your continued use of the Service after material changes take effect constitutes acceptance of the updated Terms. If you do not accept a material change, you may stop using the Service and close your account before it takes effect.

• Entire agreement: these Terms, together with our Privacy Policy, DPA, and any order form or agreement you have signed with us, constitute the entire agreement between you and Nudge regarding the Service.
• Assignment: you may not assign these Terms without our consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Severability: if any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.
• No waiver: our failure to enforce any provision is not a waiver of our right to do so later.

If you have questions about these Terms, contact us at privacy@meetnudge.com.