CertNudge Terms of Use

1. Introduction & Acceptance

Welcome to CertNudge, operated by IncaStack Ltd, a company registered in England and Wales with its registered office at 9 Devonshire Drive, Duffield, DE56 4DD ("we", "us", "our", "Company").

By accessing or using our compliance records platform and related services (the "Services"), you ("you", "your", "User") agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, you may not use our Services.

2. Definitions

• "Account" means your user account for accessing the Services
• "Content" means any data, text, graphics, photos, or other materials uploaded to or transmitted through the Services
• "Intellectual Property Rights" means patents, trade marks, service marks, copyrights, database rights, design rights, and all other intellectual property rights
• "Personal Data" has the meaning given in the UK GDPR (as incorporated by the Data Protection Act 2018)
• "Services" means CertNudge's cloud-hosted compliance records platform with reminders, pack exports, secure sharing, and service logs
• "Subscription" means your paid access to the Services
• "User Content" means Content that you submit, upload, or transmit through the Services

3. Eligibility & Account Registration

3.1 Age Requirement

You must be at least 18 years old to use our Services. By using the Services, you represent and warrant that you meet this age requirement.

3.2 Account Creation

To access certain features, you must create an account by providing accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorised use

3.3 Account Accuracy

You agree to keep your account information accurate and up-to-date. We may suspend or terminate accounts with false, inaccurate, or incomplete information.

4. Description of Services

CertNudge provides a cloud-hosted software platform that enables users to:

• Track certificates and their expiry dates
• Set up automated reminders for certificate renewals
• Store and manage certificate-related documentation
• Generate reports and analytics on certificate compliance
• Access the Services via web browser and mobile applications

Our Services are designed for business and individual users worldwide to help maintain inspection-ready compliance records and avoid lapses.

5. Subscription, Pricing & Billing

5.1 Subscription Plans

We offer various subscription plans (monthly and annual) with different features and usage limits. Current pricing is available on our website and may vary by region.

5.2 Payment & Billing

• Subscriptions are billed in advance on a recurring basis
• Payment is due immediately upon subscription or renewal
• We accept major credit cards and other payment methods as displayed
• All fees are non-refundable except as required by law or expressly stated in these Terms

5.3 Automatic Renewal

Subscriptions automatically renew for successive periods of the same duration unless cancelled before the renewal date. You will be charged the then-current subscription fee.

5.4 Fee Changes

We may change our fees at any time. For existing subscribers, fee changes will take effect at your next billing cycle, with at least 30 days' advance notice.

5.5 Consumer Rights (UK/EU Customers)

If you are a consumer based in the UK or EU, you have certain rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and Consumer Rights Act 2015, including:

• A 14-day cooling-off period for new subscriptions
• Right to cancel recurring payments
• Protection against unfair contract terms

5.6 Refunds

We may provide refunds at our discretion. Statutory consumer rights are not affected.

5.7 Plan Changes and Downgrades

You may upgrade or downgrade your Subscription plan at any time.

If you downgrade to a plan with lower usage limits (for example, fewer active properties or certificates), any resources exceeding your new plan’s limits will be marked for deletion.

Grace Period: You will have thirty (30) calendar days from the date of the downgrade (the “Grace Period”) to either upgrade your plan or reduce your data to within the new plan limits. During this time, affected resources may be placed in read-only mode and reminders or notifications will be paused.

Permanent Deletion: After the Grace Period expires, any remaining resources exceeding your plan limits will be permanently deleted from our systems. CertNudge is not responsible for any data loss resulting from a downgrade or from your failure to act within the Grace Period. It is your sole responsibility to maintain your data in accordance with your subscription limits.

5.8 Promotions & Offers

From time to time we may offer promotions such as discounted pricing, extended trials, referral offers, or other incentives (“Offers”).

• Availability: Offers are limited-time and may be changed or withdrawn at any time unless we state otherwise in writing.
• Eligibility: Eligibility for an Offer is determined by CertNudge (for example via an invite link, token, account flag, or other validation). Offers are non-transferable and may not be combined unless we explicitly allow it.
• Active subscription requirement: Where an Offer includes discounted pricing, it applies only while the subscription remains active and in good standing. If you cancel and later re-subscribe, the Offer may no longer apply and standard pricing may be charged.
• Misuse: We may revoke an Offer where we reasonably believe it is being misused or obtained through unauthorised means.
• Errors: We reserve the right to correct obvious errors (including pricing or discount errors).

6. Free Trials

We may offer free trials for new users. Free trials:

• Are limited to one per user
• May have restricted features or usage limits
• You won't be charged unless you actively start a subscription
• Are subject to these Terms

7. Licence & Intellectual Property

7.1 Licence to Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable licence to access and use the Services for your personal or business purposes.

7.2 Restrictions

You may not:

• Copy, modify, or distribute the Services
• Reverse engineer or attempt to extract source code
• Use the Services to develop competing products
• Remove or alter any proprietary notices

7.3 Our Intellectual Property

We retain all rights in the Services, including all Intellectual Property Rights. The CertNudge name, logo, and all related marks are our trade marks.

7.4 Feedback

Any feedback, suggestions, or ideas you provide about the Services become our property and may be used without compensation.

8. Acceptable Use

8.1 Permitted Use

You may use the Services only for lawful purposes and in accordance with these Terms.

8.2 Prohibited Activities

You must not:

• Use the Services for any unlawful purpose or illegal activity
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorised access to our systems
• Interfere with or disrupt the Services
• Use the Services to send spam or unsolicited communications
• Violate any applicable laws or regulations
• Infringe upon others' Intellectual Property Rights
• Upload false, misleading, or fraudulent information
• Engaging in "subscription gaming" or "plan cycling," which includes (but is not limited to) downgrading your plan to avoid subscription fees while retaining long-term access to stored data, or repeatedly subscribing and cancelling to obtain short-term benefits or avoid ongoing charges.

8.3 Enforcement

We may investigate violations and take appropriate action, including account suspension or termination.

9. User Content

9.1 Your Content

You retain ownership of your User Content. However, you grant us a worldwide, non-exclusive, royalty-free licence to use, store, and process your User Content solely to provide the Services.

9.2 Content Responsibility

You are solely responsible for your User Content and warrant that you have all necessary rights to upload it.

9.3 Content Removal

We may remove User Content that violates these Terms or applicable law, but have no obligation to monitor or review content.

9.4 Backup Responsibility

While we implement backup procedures, you remain responsible for maintaining your own backups of important data.

9.5 Data Export

We provide features within the Services to allow you to export your User Content, such as certificate and property lists, in common formats (e.g., CSV, PDF). Upon request, we will provide you with reasonable assistance to export your data in connection with the termination of your account.

10. Third-Party Links & Integrations

The Services may contain links to third-party websites or integrate with third-party services. We do not control these third parties and are not responsible for their content, privacy practices, or terms of service. Your use of third-party services is at your own risk.

11. Service Availability & Modifications

11.1 Availability

We strive to maintain high service availability but cannot guarantee uninterrupted access. The Services may be unavailable due to maintenance, updates, or technical issues.

11.2 Modifications

We may modify, update, or discontinue features of the Services at any time. We will provide reasonable notice for material changes that significantly impact functionality.

11.3 Maintenance

We may perform scheduled maintenance with advance notice when possible.

12. Disclaimers

12.1 No Professional Advice

The Services are for informational and organisational purposes only. We do not provide professional, legal, financial, or compliance advice. You should consult qualified professionals for specific advice.

12.2 No Warranty

To the fullest extent permitted by law, the Services are provided "as is" without warranties of any kind, whether express or implied.

12.3 Accuracy

While we strive for accuracy, we do not warrant that the Services are error-free or that information provided is complete or current.

13. Limitation of Liability

13.1 General Limitation

To the fullest extent permitted by law, our total liability for any claims arising from these Terms or the Services shall not exceed the amount you paid us in the 12 months preceding the claim.

13.2 Excluded Damages

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or data.

13.3 Consumer Rights Protection

Nothing in these Terms excludes or limits our liability for:

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

This limitation of liability has been assessed for fairness under section 62 of the Consumer Rights Act 2015.

14. Indemnity

You agree to indemnify and hold us harmless from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your infringement of any third-party rights
• Your User Content

15. Termination & Suspension

15.1 Termination by You

You may terminate your account at any time through your account settings or by contacting us.

15.2 Termination by Us

We may suspend or terminate your account if you:

• Violate these Terms
• Fail to pay applicable fees
• Engage in fraudulent or illegal activity
• Pose a security risk to the Services
• Engage in subscription gaming or abusive plan cycling as defined in Section 8 (Acceptable Use). CertNudge reserves the right to suspend or terminate any account that, in its reasonable opinion, manipulates plan limits or payment cycles in a way that undermines fair use or system integrity.

15.3 Effect of Termination

Upon termination:

• Your access to the Services will cease
• We may delete your account and User Content after a reasonable period
• Accrued payment obligations remain due
• Sections that should survive termination will continue to apply

16. Governing Law & Disputes

16.1 Governing Law

These Terms are governed by the laws of England and Wales.

16.2 Jurisdiction

The courts of England and Wales have exclusive jurisdiction over any disputes, except where you are a consumer with mandatory local jurisdiction rights.

16.3 Consumer Dispute Resolution

We are committed to resolving disputes amicably. Please contact us first at support@certnudge.co.uk before pursuing formal legal action. Where applicable, either party may consider alternative dispute resolution mechanisms.

17. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by:

• Email notification to your registered address
• Prominent notice on our website
• In-app notification

Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

18. Data Processing

If you are a data controller and we process personal data on your behalf, the Data Processing Addendum at /dpa is incorporated into these Terms and applies to that processing.

19. Contact Information