Terms of Service

Last updated: DATE TO BE FILLED ON PUBLICATIONEffective date: DATE TO BE FILLED ON PUBLICATIONVersion: 1.0

These Terms of Service ("Terms") form a legal agreement between you ("you", "your", the "Customer") and Nuflw Ltd ("Nuflw", "we", "us", "our") governing your use of the Nuflw marketing operations platform, including nuflw.com, the Nuflw web application, and any related services (collectively, the "Service").

By creating an account or using the Service, you accept these Terms in full. If you do not agree to these Terms, you must not use the Service.

We may update these Terms from time to time. See Section 16 for how changes are made.

1. About Nuflw

Legal entity: Nuflw Ltd, a company registered in England and Wales.

Company registration number: COMPANIES HOUSE NUMBER

Registered office: NUFLW LTD REGISTERED OFFICE ADDRESS

Contact: hello@nuflw.com

Privacy enquiries: privacy@nuflw.com

2. Definitions

In these Terms:

• "Account" means a user account on the Service
• "Customer Content" means any data, information, files, documents, contacts, designs, copy, or other content you upload, create, or generate within the Service
• "Customer" means the person or entity that has registered for the Service. If you are using the Service on behalf of an organisation, "Customer" means that organisation
• "Workspace" means an isolated area within the Service where you organise your work, separated from other Workspaces
• "AI Features" means features of the Service that use artificial intelligence, including Forge Chat, Forge Intelligence, Ad Builder, and the Carousel generator (collectively, "Forge AI")
• "Output" means content generated by AI Features in response to your prompts and inputs
• "Subscription Plan" means a paid plan as described on nuflw.com/pricing

3. Eligibility

To use the Service, you must:

• Be at least 18 years old
• Have the legal capacity to enter into a binding contract
• Provide accurate, current, and complete account information
• Use the Service in compliance with all applicable laws

During our soft launch period, the Service is offered to UK-based customers only. By creating an account, you confirm you are accessing the Service from the United Kingdom.

If you are using the Service on behalf of an organisation, you warrant that you have authority to bind that organisation to these Terms.

4. Account registration and security

4.1 Creating an account

You must provide accurate information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

4.2 Sharing accounts

Each user account is for one named individual. You must not share account credentials with anyone else. If multiple people in your organisation need access, each must have their own account (additional seats may be available on certain Subscription Plans).

4.3 Notifying us of unauthorised use

You must notify us immediately at privacy@nuflw.com if you suspect your account has been compromised. We are not liable for any losses arising from unauthorised account access that we were not notified of.

5. Your use of the Service

5.1 Permitted use

We grant you a non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes, subject to these Terms and any plan limits.

5.2 Acceptable Use Policy

You agree NOT to use the Service to:

• Send unsolicited bulk email (spam) or violate anti-spam laws including the UK Privacy and Electronic Communications Regulations (PECR) or the GDPR's requirements on direct marketing
• Send, store, or distribute illegal content, including but not limited to content that infringes intellectual property, defames a person, incites hatred or violence, or contains child sexual abuse material
• Use AI Features to generate harmful content, including:
  • Content that depicts or describes the sexual exploitation of children
  • Content promoting terrorism, violence, or self-harm
  • Targeted harassment of any individual
  • Disinformation or content designed to deceive
  • Impersonation of real people without their consent
  • Content that violates intellectual property rights of others
• Use the Competitor Intelligence features to stalk, harass, dox, or otherwise harm specific individuals
• Misrepresent AI-generated content as human-created where such representation is misleading or where applicable law requires disclosure
• Upload personal data you do not have lawful basis to process (for example, marketing contacts who have not consented to receiving marketing from you)
• Resell or sublicense access to the Service without our written permission
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Scrape, crawl, or use automated tools to extract data from the Service in a way that exceeds normal use
• Circumvent rate limits, plan limits, or other technical controls
• Use the Service to compete with Nuflw or to develop a competing product
• Probe, scan, or test the Service's vulnerability, except as authorised under a formal responsible disclosure programme
• Interfere with the Service's operation or impact other customers' use
• Use the Service for any unlawful purpose

We may suspend or terminate accounts that violate this Acceptable Use Policy, with or without notice depending on severity. See Section 11.

5.3 Compliance with marketing laws

When you use the Service to send email campaigns, manage marketing contacts, or run marketing operations, you remain solely responsible for complying with:

• UK GDPR and the Data Protection Act 2018
• PECR (Privacy and Electronic Communications Regulations)
• Any other applicable marketing or data protection laws in jurisdictions where your contacts are located

This includes obtaining valid consent for marketing where required, honouring unsubscribe requests promptly, and maintaining records of consent. Nuflw provides tools to support compliance, but the legal responsibility is yours.

6. Content ownership and licences

6.1 Your Customer Content

You retain all ownership rights in your Customer Content. You are responsible for the accuracy, quality, legality, and reliability of your Customer Content.

By uploading Customer Content to the Service, you grant Nuflw a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, modify, and process the Customer Content solely to:

• Provide the Service to you
• Generate AI Outputs from your prompts and inputs
• Comply with legal obligations
• Improve the Service through aggregate, anonymised analytics (this licence does NOT extend to using your specific Customer Content to train AI models - see Section 7)

6.2 Our intellectual property

Nuflw, the Nuflw name and logo, the Service interface, the underlying software, and all related content (excluding your Customer Content and Outputs you generate) are the intellectual property of Nuflw Ltd or our licensors. These Terms grant you no rights in our intellectual property except the limited usage right described in Section 5.1.

6.3 Feedback

If you provide us with suggestions, feedback, bug reports, or feature requests ("Feedback"), you grant us a perpetual, worldwide, royalty-free licence to use that Feedback to improve the Service, with no obligation to credit or compensate you.

7. AI Features and AI Output

7.1 How AI Features work

The Service includes AI Features that use third-party AI models (Anthropic's Claude and OpenAI's GPT models) to generate content based on your prompts and workspace context. When you use AI Features, your prompts and the relevant workspace context are sent to these third-party AI providers for processing.

7.2 AI training and your data

Neither Nuflw nor our AI providers use your Customer Content or prompts to train AI models. Both Anthropic and OpenAI contractually commit, in their commercial API terms, not to use API customer data for model training by default, and we have not opted into any data-sharing programs that would change this.

If we ever consider changing this position, we will notify all affected customers at least 30 days in advance and require explicit opt-in. Your data will never be used for AI training without your explicit consent.

7.3 Ownership of AI Output

You own the Outputs generated by AI Features from your prompts, to the extent ownership is recognised under applicable law. However:

• AI Output may not be unique. The same or similar Output may be generated for other Nuflw customers using similar prompts
• AI Output may unintentionally reflect biases or patterns from the underlying AI model's training data
• We cannot guarantee that AI Output does not inadvertently resemble copyrighted works. You are responsible for reviewing Output before using it

7.4 AI Output is not advice

AI Features may generate content that includes marketing recommendations, competitor analysis, suggested actions, or operational insights. This Output is for informational purposes only and does not constitute legal, financial, medical, or professional advice. You are solely responsible for the decisions you make based on AI Output.

7.5 Your responsibility for AI Output

You are responsible for:

• Reviewing AI Output before publishing, sending, or otherwise using it
• Ensuring AI Output complies with applicable laws and platform policies (for example, when posting to LinkedIn or Meta)
• Disclosing AI involvement in content where applicable law requires (for example, EU AI Act disclosure requirements)
• Not using AI Output to misrepresent facts, impersonate real people, or deceive recipients

We are not liable for damages arising from your use of AI Output.

8. Subscription, billing, and refunds

8.1 Free soft launch

During our soft launch period, the Service is offered free of charge to selected users. We reserve the right to:

• Limit access during the soft launch
• Modify or discontinue free access with reasonable notice
• Transition free users to paid plans (with at least 30 days notice and the option to decline)

8.2 Subscription Plans (when paid plans become available)

When paid Subscription Plans are introduced, the following will apply:

• Pricing: as published on nuflw.com/pricing at the time of subscription
• Billing cycle: monthly or annual, as you select
• Payment: by credit/debit card via our payment processor Stripe
• Auto-renewal: subscriptions renew automatically at the end of each billing cycle unless cancelled
• Cancellation: you can cancel at any time via your account settings; cancellation takes effect at the end of the current billing cycle
• Currency: GBP unless stated otherwise
• VAT: prices are exclusive of VAT, which will be added at the applicable rate where required

8.3 Failed payments

If a payment fails, we will attempt to retry the payment. If payment cannot be collected within 7 days, we may suspend your account. You remain liable for any outstanding fees.

8.4 Refunds

We do not provide refunds for partial subscription periods unless required by law. If you cancel a monthly subscription mid-month, you retain access for the remainder of the month but receive no refund for the unused period.

For annual subscriptions, if you cancel within 14 days of the initial purchase, you may request a full refund. After 14 days, no refund is provided for the remaining period (you retain access until the annual term ends).

8.5 Price changes

We may change Subscription Plan prices with at least 30 days notice to existing subscribers. Price changes take effect at the next renewal. If you do not agree to the new price, you can cancel before renewal.

8.6 Plan limits

Each Subscription Plan has limits (such as workspace count, contact count, AI generation count, agent frequency). If you exceed these limits, you may need to upgrade. Hard limits (such as workspace count) are enforced automatically. Soft limits (such as AI generation count) may incur overage charges or feature throttling, as described on the pricing page.

9. Service availability

9.1 Service level

We aim to keep the Service available 24/7. However, the Service may be unavailable for:

• Scheduled maintenance (we will give advance notice where possible)
• Emergency maintenance to address security or operational issues
• Events outside our reasonable control (see Section 14)

9.2 Backups

We maintain regular backups of Customer Content. However, we recommend you maintain your own backups for any critical data. We are not liable for data loss except where caused by our gross negligence or wilful misconduct.

10. Data protection

How we collect, use, and share personal data is described in our Privacy Policy at nuflw.com/privacy. The Privacy Policy is incorporated into these Terms by reference.

Where you upload personal data of your own contacts to the Service (for example, marketing contacts), you act as data controller and we act as data processor under UK GDPR. The processing of that data is governed by our Data Processing Agreement, available on request from privacy@nuflw.com. By uploading such data, you confirm you have lawful basis to do so.

11. Suspension and termination

11.1 Your right to terminate

You can terminate your account at any time via your account settings or by emailing hello@nuflw.com. On termination:

• Your access to the Service ends
• Your Customer Content is retained for 30 days then permanently deleted (see Privacy Policy)
• Any fees paid are non-refundable except as described in Section 8.4
• Any outstanding fees become immediately payable

11.2 Our right to suspend or terminate

We may suspend or terminate your account, with or without notice depending on severity, if you:

• Materially breach these Terms
• Violate the Acceptable Use Policy (Section 5.2)
• Fail to pay fees when due
• Engage in conduct that risks legal liability for Nuflw or other customers
• Become subject to insolvency proceedings

For non-urgent issues, we will attempt to contact you and give a reasonable opportunity to remedy the breach before terminating. For urgent issues (such as illegal content, security threats, or significant abuse), we may terminate immediately.

11.3 Effect of termination

On termination by either party:

• All licences granted to you under these Terms end
• You must cease all use of the Service
• We will retain Customer Content for 30 days to allow data export, then permanently delete it
• Provisions of these Terms that by their nature survive termination (intellectual property, liability, governing law, etc.) continue to apply

12. Warranties and disclaimers

12.1 Our warranties

We warrant that:

• We have the right to provide the Service to you
• We will provide the Service with reasonable skill and care
• We will not knowingly introduce viruses or malicious code

12.2 Disclaimer

To the maximum extent permitted by law, except as expressly stated in these Terms:

The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise.

We specifically disclaim warranties of:

• Merchantability or fitness for a particular purpose
• Uninterrupted, error-free, or secure operation
• Accuracy or completeness of AI Output
• Compatibility with any specific software or hardware
• Suitability for any specific business outcome

You acknowledge that the Service is a tool to support your marketing operations. The results you achieve depend on your decisions, content, and execution - which are your responsibility.

13. Limitation of liability

13.1 Nothing in these Terms limits

Nothing in these Terms limits or excludes our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot lawfully be limited or excluded under UK law

13.2 Liability cap

Subject to Section 13.1, our total aggregate liability to you under or in connection with these Terms (including in negligence or breach of contract) is limited to:

• During free soft launch: £100 (one hundred pounds)
• For paid subscribers: the total fees you paid to us in the 12 months preceding the event giving rise to liability

13.3 Excluded losses

Subject to Section 13.1, we are not liable for:

• Loss of profits, revenue, or business opportunity
• Loss of goodwill or reputation
• Loss of customer contacts or business contacts
• Loss of data (except where caused by our gross negligence or wilful misconduct, and even then subject to the liability cap)
• Indirect, consequential, or special losses of any kind
• Losses arising from AI Output you used without adequate review
• Losses arising from third-party services integrated with Nuflw (LinkedIn, Meta, TikTok, Google, etc.)

These exclusions apply regardless of how the loss arose, including in contract, tort (including negligence), or otherwise.

14. Force majeure

Neither party is liable for failure to perform obligations under these Terms (other than payment obligations) where prevented by events beyond reasonable control, including:

• Acts of God, natural disasters
• War, terrorism, civil unrest
• Government actions, laws, or regulations
• Internet outages or third-party service failures (including our sub-processors)
• Pandemics or public health emergencies

The affected party must notify the other promptly and resume performance as soon as reasonably possible. If a force majeure event continues for more than 60 days, either party may terminate these Terms with written notice.

15. Indemnification

15.1 Your indemnity to us

You will indemnify, defend, and hold Nuflw harmless from any third-party claim, loss, damage, or expense (including reasonable legal fees) arising from:

• Your breach of these Terms (including the Acceptable Use Policy)
• Your Customer Content (including any claim that it infringes intellectual property, violates privacy laws, or is otherwise unlawful)
• Your use of AI Output in violation of these Terms or applicable law
• Your violation of applicable data protection or marketing laws

15.2 Our indemnity to you

We will indemnify you against third-party claims that the Service (as provided by us and used in accordance with these Terms) infringes their intellectual property rights, subject to:

• You notifying us promptly of the claim
• You giving us control of the defence and settlement
• You providing reasonable assistance

This indemnity does not cover claims arising from your Customer Content, your Outputs, or your use of the Service in combination with non-Nuflw products.

If we believe the Service may infringe third-party rights, we may at our option modify the Service, obtain a licence, or terminate the affected portions of the Service.

16. Changes to these Terms

We may update these Terms from time to time. Material changes (changes that affect your rights or obligations significantly) will be communicated to existing customers by email at least 30 days before they take effect.

Minor changes (clarifications, formatting, updated company details, etc.) may be made without advance notice but will always be reflected in the "last updated" and version fields at the top of these Terms.

By continuing to use the Service after a change takes effect, you accept the updated Terms. If you do not agree to a change, you must stop using the Service before the change takes effect.

Previous versions of these Terms are retained in our records and can be requested by emailing hello@nuflw.com.

17. General provisions

17.1 Entire agreement

These Terms, together with the Privacy Policy and (where applicable) the Data Processing Agreement, form the entire agreement between you and Nuflw regarding the Service. They supersede any prior agreements or understandings.

17.2 Assignment

You may not assign or transfer your rights or obligations under these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets, without your consent but with notice.

17.3 No waiver

Failure to enforce any provision of these Terms does not waive our right to enforce it later.

17.4 Severability

If any provision of these Terms is held to be unenforceable, the rest remains in effect, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.

17.5 No third-party rights

These Terms do not give any rights to anyone other than you and Nuflw. The Contracts (Rights of Third Parties) Act 1999 does not apply.

17.6 Notices

Notices to Nuflw must be sent to hello@nuflw.com. We may give notices to you by email (to the address registered to your account) or by posting in the Service.

17.7 Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. Any disputes arising under or in connection with these Terms are subject to the exclusive jurisdiction of the courts of England and Wales.

18. Contact us

For general support: hello@nuflw.com

For privacy enquiries: privacy@nuflw.com

For all formal notices: hello@nuflw.com

Nuflw Ltd, NUFLW LTD REGISTERED OFFICE ADDRESS