Legal

Terms & Conditions

This is the contract between you and NUVENAR LTD. It applies the moment you open an account, purchase a subscription, or otherwise use any service we operate. Please read it carefully and keep a copy.

Effective: 2026-05-30

Last reviewed: 30 May 2026.

1. Parties and definitions

These Terms & Conditions ("Terms") are a binding agreement between NUVENAR LTD, a private limited company registered in England and Wales ("NUVENAR", "we", "us", "our"), and you, the individual or legal entity using our services ("you", "Customer"). Where you accept these Terms on behalf of an organisation you confirm you have authority to bind that organisation.

  • Services means nuvenar.com, NuvenarHub, any bespoke engagement we deliver, any add-on module, and any related materials.
  • Subscription means a recurring paid plan for NuvenarHub (Starter, Pro, Enterprise, or a customised tier) billed in advance.
  • Order means the checkout transaction, signed statement of work, or written quotation that records the plan, scope, and fees you have accepted.
  • Content means any data, text, communication, file, recording, or material you upload, generate, or process through the Services.
  • Effective Date means the date of your first Order or first use of the Services, whichever is earlier.

2. Acceptance of these Terms

By creating an account, paying for a Subscription, or otherwise using the Services, you agree to be bound by these Terms, the Privacy Policy, the Acceptable Use Policy, the Data Processing Agreement, and the Cookie Policy. If you do not accept any of these documents, do not use the Services.

3. Eligibility

You must be at least 18 years old, legally capable of entering into a binding contract under the law of England and Wales, and not subject to sanctions or trade restrictions that would make our supplying the Services to you unlawful. You must not be located in, or use the Services on behalf of any person located in, a country that is subject to UK or EU comprehensive sanctions.

4. Account registration and security

  • You must provide accurate, current, and complete registration information and keep it up to date.
  • You are responsible for all activity on your account, whether or not you authorised it.
  • You must keep your credentials confidential, use a strong unique password, and enable multi-factor authentication where available.
  • You must notify us immediately at [email protected] if you suspect unauthorised access.
  • We may suspend or terminate an account that shows signs of compromise, fraud, or breach of these Terms.

5. Subscription, fees, and billing

  • Subscription fees are billed monthly in advance via Stripe. Annual or custom billing terms may be agreed in writing.
  • Self-serve subscriptions have no setup fee. Bespoke onboarding or implementation fees may apply for custom engagements; these are quoted in writing under a separate Order before any work starts.
  • All fees are stated in GBP, exclusive of VAT and other applicable taxes. VAT is added at the prevailing UK rate where applicable.
  • Third-party usage costs (WhatsApp Business API conversation fees, AI processing tokens, Twilio call minutes, email delivery surcharges, ad-platform fees) are passed through at the underlying provider cost with no markup.
  • Fees and pricing tiers may change. We will provide at least 30 days' written notice of any increase that affects your existing Subscription, and the change will take effect on your next renewal after that notice period.
  • You authorise us, through Stripe, to charge your designated payment method for all amounts owed.

6. Trial period

We offer a 7-day trial of NuvenarHub. The trial is provided free of charge for evaluation purposes. We may revoke or limit access to the trial at any time, including where we detect abuse, misuse, or breach of these Terms. No charge is made during the trial. If you do not cancel before the end of the trial, your Subscription will commence and you will be billed for the first month in arrears immediately.

7. No refund policy

ALL FEES PAID TO NUVENAR ARE NON-REFUNDABLE. THIS INCLUDES SUBSCRIPTION FEES, SETUP FEES, BESPOKE ENGAGEMENT FEES, ADD-ON MODULE FEES, PASS-THROUGH USAGE FEES, AND ANY OTHER AMOUNT BILLED UNDER AN ORDER.

Specifically and without limitation:

  • No refunds for partial months, partial usage, or unused capacity.
  • No refunds where you cancel mid-cycle. Service continues to the end of the current billing period and then stops.
  • No refunds where you stop using the Services, change your mind, or your circumstances change.
  • No refunds for one-time setup, onboarding, or implementation fees once that work has commenced (where invoiced under a written Order).
  • No refunds for third-party pass-through fees (Meta, Anthropic, OpenAI, Twilio, Resend, ad platforms) under any circumstances, because we have already paid those amounts to the third party on your behalf.
  • No refunds for downgrades. If you downgrade your plan, the lower price takes effect from the next billing period; we do not refund the difference for the current period.

Your right of withdrawal under the UK Consumer Contracts Regulations 2013 does not apply because the Services are supplied as a digital download or business-to-business service and you expressly consent, on opening the account, to immediate provision of the Services within the 14-day cooling-off period.

The only exception to the no-refund rule is where the law of England and Wales mandates a refund that cannot be lawfully excluded. In such cases, our liability for any refund is limited to the amount actually paid to us in the preceding three (3) months.

8. Cancellation and termination

  • You may cancel a Subscription at any time from the in-product billing page or by emailing [email protected].
  • Cancellation stops auto-renewal. The Services remain available until the end of the current billing period.
  • We may terminate your account immediately for cause, including breach of these Terms, breach of the Acceptable Use Policy, non-payment after 14 days' written notice, fraud, or where required by law.
  • We may terminate for convenience on 30 days' written notice, in which case we will refund any unused portion of pre-paid Subscription fees on a pro-rata basis (this is the only refund right under these Terms).
  • On termination you remain liable for all amounts accrued up to the termination date.

9. Intellectual property

9.1 Our IP

NUVENAR retains all right, title, and interest in and to the Services, including the NuvenarHub source code, infrastructure, designs, trademarks, documentation, and any pre-existing materials. Nothing in these Terms transfers any IP rights to you in our underlying platform.

9.2 Your Content

You retain all right, title, and interest in your Content. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, and process your Content solely as required to provide the Services to you, to perform analytics on aggregated anonymised data, and to comply with legal obligations.

9.3 Bespoke engagements

For separately-contracted bespoke work, the deliverables specified in the statement of work transfer to you on full payment of the associated invoice. We retain ownership of generic patterns, components, frameworks, and know-how we developed before or independently of the engagement.

9.4 Feedback

Any suggestions, ideas, or feedback you provide are non-confidential. We may use them to improve the Services without obligation or compensation to you.

10. Acceptable use

You must comply with the Acceptable Use Policy. In particular you must not use the Services to: send unlawful communications, send unsolicited bulk messages, harass any individual, infringe any third-party right, distribute malware, attempt to circumvent access controls, scrape or reverse-engineer our platform, or violate the WhatsApp Business Solution Terms or Meta's commerce policies. Breach of acceptable use is a material breach and we may suspend or terminate your account without notice.

11. Service availability and support

We aim to keep the Services available 24/7 except for planned maintenance and circumstances beyond our reasonable control. For Enterprise-tier Subscriptions we target 99.9% monthly uptime. If we miss that target for two consecutive calendar months, an Enterprise-tier Customer may request service credits, capped at 10 percent of one month's Subscription fee per missed month. Service credits are the sole and exclusive remedy for availability shortfalls. Starter and Pro Subscriptions are provided on a best-effort basis without contractual uptime commitments. Support response targets per plan are described at /support.

12. Data protection

Each party will comply with applicable data protection law including UK GDPR and the Data Protection Act 2018. Our role and yours, the sub-processors we use, the safeguards in place, and your rights as a data subject are set out in the Privacy Policy and the Data Processing Agreement, which form part of these Terms.

13. Confidentiality

Each party will treat the other party's non-public information ("Confidential Information") as confidential, use it only to perform these Terms, and protect it with at least the same care it uses to protect its own confidential information of similar sensitivity, and in no event less than a reasonable standard of care. Confidential Information does not include information that is already public, independently developed, or rightfully received from a third party without a duty of confidentiality. The obligations under this clause survive termination for five (5) years.

14. Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care. OTHER THAN AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OPERATION.We do not warrant that the Services will be error-free, secure against every possible attack, or that defects will be corrected. We do not warrant the accuracy of AI-generated outputs, which you must review before relying on. To the maximum extent permitted by law, all implied warranties are excluded.

15. Limitation of liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other matter where exclusion or limitation is prohibited by law.

Subject to the paragraph immediately above, and to the maximum extent permitted by the law of England and Wales:

  • Neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary loss, including loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data, or loss of use, however caused.
  • Our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the lesser of (a) the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) £10,000.
  • The above cap applies in aggregate to all claims, not per claim.
  • You acknowledge that the fees reflect this allocation of risk, and that we would not provide the Services on these economic terms without the cap.

16. Indemnification

You will defend, indemnify, and hold harmless NUVENAR and its officers, directors, employees, contractors, and agents from any third-party claim, demand, loss, damage, cost, or expense (including reasonable legal fees) arising out of or related to: (a) your Content; (b) your breach of these Terms or the Acceptable Use Policy; (c) your violation of any law or third-party right; (d) any message, communication, or content you send through the Services; (e) your failure to obtain any consent required to send messages to end-recipients via WhatsApp, email, SMS, or voice channels; or (f) any tax obligation arising from your use of the Services other than our own UK corporation tax.

17. Third-party services

The Services interoperate with third-party platforms (Meta, Google, TikTok, Stripe, Twilio, Anthropic, OpenAI, Resend, Treatwell, Fresha, and others). Your use of those platforms is governed by their own terms, including their pricing, availability, and acceptable use rules. We are not responsible for outages, changes, or terminations on those platforms. Where a third-party platform suspends or terminates your access (for example a WhatsApp Business account ban), we will assist in good faith but we cannot guarantee a favourable outcome.

18. Force majeure

Neither party is liable for any failure or delay to perform (excluding payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, industrial action, internet outages, third-party platform outages, or attacks on infrastructure. The affected party will notify the other promptly and use reasonable efforts to resume performance.

19. Suspension

We may suspend access to all or part of the Services immediately and without notice where we reasonably believe: (a) there is a security risk to the Services or to other customers; (b) we are required by law or by a competent authority to do so; (c) your use of the Services may give rise to liability for us; (d) your account is in arrears; or (e) you are in material breach of these Terms or the Acceptable Use Policy. We will lift the suspension as soon as the cause is resolved. Suspension does not relieve you of payment obligations for the suspended period unless we agree otherwise.

20. Modifications

We may change these Terms from time to time. Material changes will be notified to account administrators by email at least 30 days before they take effect. Non-material changes (typographical fixes, clarifications, additional sub-processors) may be made without notice and take effect when posted. Continued use of the Services after the effective date of the change constitutes acceptance of the updated Terms.

21. Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent. We may assign these Terms to an affiliate, to a successor in a merger, acquisition, or sale of substantially all assets, or to a financing counterparty, on written notice to you.

22. Entire agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, Data Processing Agreement, Cookie Policy, and any Order or statement of work, constitute the entire agreement between the parties on its subject matter and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral.

23. Severability and waiver

If any provision of these Terms is held invalid or unenforceable, that provision will be reformed only to the extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. A failure to enforce any right is not a waiver of that right.

24. No partnership

Nothing in these Terms creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party has the authority to bind the other.

25. Third-party rights

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

26. Notices

Notices to NUVENAR must be sent to [email protected]. Notices to you may be sent to the email address on file for your account. Notices are deemed received on the next business day after sending if no bounce or delivery failure is received.

27. Governing law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, except that we retain the right to bring proceedings in any jurisdiction where you have assets or operate, to enforce a judgment, to protect our intellectual property, or to seek injunctive relief.

28. Contact

Questions about these Terms: [email protected]. General enquiries: [email protected].

These Terms are provided in good faith and reflect the contract between you and NUVENAR LTD as of the effective date above. They do not constitute legal advice. If you need legal advice about how these Terms apply to your specific situation, consult a qualified solicitor.