Terms of Service

Effective date: 12 July 2026 Last updated: 12 July 2026

These Terms of Service (the "Terms") are a binding agreement between NuVend AI Ltd, trading as Nuvend ("Nuvend", "we", "us", or "our"), and the business that registers for or uses our platform at nuvend-ai.com and related services (the "Service", and the customer, "you" or "Customer").

By creating an account, clicking "I agree" (or similar), or accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

The Service is provided for business use only. If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

Your use of the Service is also governed by our Privacy Policy and, where we process personal data on your behalf, our Data Processing Agreement ("DPA"), each incorporated into these Terms by reference.

Contents

1. The Service
2. Definitions
3. Accounts and authorised users
4. Subscriptions, fees and billing
5. Connected third-party platforms
6. Actions taken on your behalf
7. AI features
8. Your data and intellectual property
9. Acceptable use
10. Availability, support and changes to the Service
11. Data protection and privacy
12. Confidentiality
13. Warranties and disclaimers
14. Limitation of liability
15. Indemnification
16. Term, termination and suspension
17. Changes to these Terms
18. Governing law and disputes
19. General
20. Company details and contact

1. The Service

Nuvend is an AI-powered business-to-business software-as-a-service platform that connects to your third-party business platforms to provide unified data analytics, reporting, and management through an AI assistant, together with supporting dashboards and reports.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during your subscription. We reserve all rights not expressly granted.

2. Definitions

• "Authorised User" means an individual you permit to access the Service under your account (such as your employees or contractors).
• "Connected Platform" means a third-party service you connect to the Service (such as Google Ads, Google Analytics, Google Merchant Centre, Google Search Console, Shopify, Brightpearl, Freshdesk, Freshsales, and Klaviyo, and others we may add).
• "Customer Data" means data you provide to, or that we access from your Connected Platforms on your behalf through, the Service.
• "Subscription" means your paid plan for the Service.
• "AI Features" means the AI assistant and related functionality, which form a core part of the Service.
• "Order Form" means an ordering document or online plan selection that references these Terms and is agreed between you and us.

3. Accounts and authorised users

3.1 You must provide accurate account information and keep it up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account and your Authorised Users' accounts.

3.2 You are responsible for your Authorised Users' compliance with these Terms. You must notify us promptly of any unauthorised use of your account.

3.3 The Service is not directed at consumers and is not intended for personal, household, or domestic use.

4. Subscriptions, fees and billing

4.1 Fees. You agree to pay the fees for your Subscription as presented at sign-up or in an Order Form. Unless stated otherwise, fees are exclusive of taxes, and you are responsible for all applicable taxes (other than taxes on our income).

4.2 Billing and renewal. Subscriptions are billed in advance on a recurring basis (for example, monthly or annually) through our payment provider. Your Subscription renews automatically for successive periods at the then-current price until you cancel. You authorise us and our payment provider to charge your payment method for each renewal until you cancel.

4.3 Cancellation. You may cancel renewal at any time through your account or by contacting us; cancellation takes effect at the end of the current billing period. Except where required by law, fees already paid are non-refundable.

4.4 Price changes. We may change fees for future billing periods. We will give you reasonable prior notice, and changes take effect at your next renewal.

4.5 Late or failed payment. If a payment fails or is overdue, we may suspend the Service until payment is made (see Section 16).

5. Connected third-party platforms

5.1 The Service lets you connect Connected Platforms so we can access data on your behalf and, where you enable it, take actions on those platforms at your instruction.

5.2 Your authorisation and responsibility. You represent and warrant that you own or are authorised to connect each Connected Platform account, and that you hold all rights, permissions, and consents necessary for us to access and process the associated data through the Service. You are responsible for your credentials and for your compliance with each Connected Platform's own terms and policies.

5.3 Third-party terms. Each Connected Platform is provided by a third party and governed by that third party's terms and API policies, not by us. Our ability to access a Connected Platform depends on your continued authorisation and on the third party's continued provision of its APIs. We are not responsible or liable for any Connected Platform, for changes, deprecation, suspension, or discontinuation of its APIs, or for your breach of a third party's terms.

5.4 Google API Services. Our access to, and use and transfer of, information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. We use Google user data only to provide and improve user-facing features of the Service. We do not sell Google user data, transfer it to third parties except to provide those features (with appropriate protections) or as required for security or law, and we do not use it for advertising, retargeting, credit-worthiness, or lending. See our Privacy Policy for details.

5.5 Shopify. Where you connect Shopify, your use of the Service in relation to Shopify data is subject to the applicable Shopify terms and the protections described in our Privacy Policy and DPA.

6. Actions taken on your behalf

6.1 Where you enable management or write-back features, you authorise us and the AI Features to take the actions you configure on your Connected Platforms — for example, updating Google Ads campaigns, budgets, or conversions, or updating Shopify orders, products, or inventory.

6.2 You are solely responsible for the configuration of these features, for the actions taken in accordance with your configuration and instructions, and for any consequences and costs resulting from them (for example, advertising spend or changes to orders). To the maximum extent permitted by law, we are not liable for the results of actions taken on your Connected Platforms in accordance with your configuration or instructions.

7. AI features

7.1 AI outputs are generated automatically and are provided "as is."

7.2 AI outputs may be inaccurate, incomplete, or not up to date, and do not constitute professional, financial, legal, or other advice. You are responsible for reviewing outputs before relying on or acting on them, and for any decisions or actions you take based on them.

7.3 How your data is handled when you use the AI Features, including our use of AI inference providers as sub-processors, is described in our Privacy Policy. We do not use your Customer Data to train artificial-intelligence or machine-learning models, except with your explicit prior written consent.

8. Your data and intellectual property

8.1 Your data. As between you and us, you retain all rights in your Customer Data. You grant us a non-exclusive, worldwide licence to host, process, transmit, and display Customer Data as necessary to provide the Service and as permitted by these Terms, the Privacy Policy, and the DPA.

8.2 Our IP. As between you and us, we retain all rights, title, and interest in the Service, including the platform, software, and all related intellectual property, and any improvements to it. Except for the limited rights granted in Section 1, these Terms do not transfer any of our intellectual property to you.

8.3 Feedback. If you give us feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation to you.

8.4 Aggregated data. We may generate and use aggregated and de-identified data (which does not identify you, any individual, or your Customer Data) to operate, secure, and improve the Service.

9. Acceptable use

You agree not to, and not to permit any Authorised User or third party to:

• use the Service in violation of any applicable law or any Connected Platform's terms;
• copy, modify, reverse-engineer, decompile, or create derivative works of the Service, except as permitted by law;
• resell, sublicense, or provide the Service to a third party as a service bureau;
• access the Service to build a competing product, or to benchmark without our consent;
• upload malware or interfere with, disrupt, or overload the Service or its infrastructure;
• attempt to gain unauthorised access to the Service or another customer's data; or
• exceed applicable usage or rate limits, or circumvent technical restrictions. Because the Service consumes Connected Platforms' API quotas on your behalf, we may apply fair-use limits.

We may investigate and take appropriate action (including suspension under Section 16) for any suspected breach of this Section.

10. Availability, support and changes to the Service

10.1 We aim to provide a reliable Service but do not guarantee that it will be uninterrupted or error-free. We may perform maintenance and may modify, add, or discontinue features from time to time. We will not materially reduce the core functionality of your paid Subscription during your then-current term without notice.

10.2 We provide support as described on our website or in your plan.

11. Data protection and privacy

11.1 Our handling of personal data is described in our Privacy Policy. Where we process personal data contained in your Connected Platform data on your behalf, we do so as a processor under our Data Processing Agreement, which includes the Standard Contractual Clauses for transfers outside the EEA/UK and lists our sub-processors.

11.2 You are the controller of that personal data. You are responsible for having a lawful basis and all necessary notices and consents to provide it to us and to authorise our processing of it.

11.3 We use data from your Connected Platforms only to provide and improve user-facing features of the Service. We do not sell your data, and we do not use it for advertising, retargeting, or profiling.

12. Confidentiality

12.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including the Service's non-public features, pricing, and your Customer Data.

12.2 Each party will protect the other's Confidential Information with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers who need to know it and are bound by confidentiality. This does not apply to information that is public, independently developed, or lawfully received from another source, or to disclosures required by law.

13. Warranties and disclaimers

13.1 Each party warrants that it has authority to enter into these Terms.

13.2 Except as expressly stated in these Terms, the Service is provided "AS IS" and "AS AVAILABLE," and to the maximum extent permitted by law we disclaim all warranties, express or implied, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.

13.3 We do not warrant the accuracy, completeness, or timeliness of data obtained from Connected Platforms or of any analytics, reports, or outputs derived from it. Connected Platform data originates with third parties, and the Service presents and transforms data it does not create.

14. Limitation of liability

14.1 Non-excludable liability. Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.

14.2 Exclusion of indirect loss. Subject to Section 14.1, neither party is liable for any indirect, incidental, special, consequential, or punitive loss, or for loss of profits, revenue, goodwill, or data, arising out of or in connection with these Terms.

14.3 Liability cap. Subject to Section 14.1, each party's total aggregate liability arising out of or in connection with these Terms is limited to the total fees paid or payable by you for the Service in the twelve (12) months preceding the event giving rise to the liability. This cap does not apply to your obligation to pay fees, either party's indemnification obligations under Section 15, or a party's breach of Section 12 (Confidentiality).

14.4 The limitations in this Section reflect the allocation of risk between the parties and apply regardless of the form of action.

15. Indemnification

15.1 By us. We will defend you against any third-party claim that your authorised use of the Service infringes that third party's intellectual-property rights, and will indemnify you for amounts finally awarded, provided you promptly notify us, give us control of the defence, and reasonably cooperate. This does not apply to claims arising from your Customer Data, your Connected Platforms, your configuration, or your use of the Service in breach of these Terms.

15.2 By you. You will defend and indemnify us against any third-party claim arising from your Customer Data, your use of Connected Platforms, actions taken on your behalf under Section 6, or your breach of these Terms or of any Connected Platform's terms.

16. Term, termination and suspension

16.1 Term. These Terms apply for as long as you have an account or use the Service, and continue for each Subscription period until terminated.

16.2 Termination by you. You may terminate by cancelling your Subscription and closing your account. Cancellation takes effect at the end of the current billing period.

16.3 Termination by us. We may terminate or suspend the Service for cause if you materially breach these Terms and do not cure the breach within a reasonable period after notice, or immediately where the breach is incapable of cure or where required for security or legal reasons.

16.4 Suspension. We may suspend your access where reasonably necessary — for example, for overdue payment, a security risk, or a breach of Section 9 — and will restore access once the cause is resolved where practicable.

16.5 Effect of termination. On termination, your right to use the Service ends. We will handle the return and deletion of your Customer Data as described in our Privacy Policy and DPA. Sections that by their nature should survive (including 2, 4 (for amounts accrued before termination), 8, 12, 13, 14, 15, 18, and 19) survive termination.

17. Changes to these Terms

We may update these Terms from time to time.

Material changes. For material changes, we will give you at least 30 days' notice (for example, by email or in the Service) before they take effect. We may require you to review and accept the updated Terms — for example, when you next sign in to the Service — before you continue using it. If you do not agree to a material change, you may terminate before it takes effect.

Minor changes. For minor changes (such as clarifications, corrections, or updated contact details), we will update the "Last updated" date at the top of these Terms, and your continued use of the Service after the changes take effect constitutes acceptance.

18. Governing law and disputes

These Terms are governed by the laws of Ireland. The parties submit to the exclusive jurisdiction of the courts of Ireland, without prejudice to any mandatory rights you may have under the laws of your place of establishment.

19. General

19.1 Order of precedence. If there is a conflict, the following order applies: (1) an Order Form or written amendment signed by both parties, except that, for data-protection matters, the DPA prevails; (2) the DPA; (3) these Terms; (4) the Privacy Policy. For restricted international transfers of personal data, the Standard Contractual Clauses in the DPA prevail.

19.2 Entire agreement. These Terms, together with the documents they incorporate, are the entire agreement between the parties on their subject matter and supersede prior agreements on that subject matter.

19.3 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

19.4 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.

19.5 Notices. We may give notices by email to your account address or by posting in the Service. You may contact us at the details in Section 20.

19.6 Severability and waiver. If any provision is held unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.

19.7 Relationship. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship.

19.8 Export control and sanctions. Each party will comply with applicable export-control and economic-sanctions laws. You represent that you are not located in, or a national or resident of, a country or territory subject to comprehensive sanctions, that you are not on any restricted-party or denied-party list, and that you will not use or export the Service in violation of such laws.

19.9 No third-party beneficiaries. These Terms do not create any third-party beneficiary rights, except as expressly provided in the DPA and the Standard Contractual Clauses (which preserve certain data-subject rights).

20. Company details and contact

These Terms of Service were last updated on 12 July 2026.