Terms of Service

1 About these Terms

These Terms form a binding agreement between MarginNudge Ltd and the business that purchases, starts a trial of or uses MarginNudge (the Customer). MarginNudge is a trading name of MarginNudge Ltd.

The person accepting these Terms confirms that they are at least 18, are acting for a UK business and have authority to bind that business. MarginNudge is not offered to consumers or to businesses established outside the United Kingdom during the MVP launch.

These Terms incorporate the Data Processing Agreement and the Subprocessor List where they apply. If an order form or Enterprise agreement expressly conflicts with these Terms, the signed order form or Enterprise agreement takes priority for that conflict.

2 The service

MarginNudge is a pre-sale commercial decision-support service. It helps customers model estimated delivery costs, overhead, risk, contribution margin and pricing before a quote is sent. It can generate client-ready quote documents and send them only after an authorised user confirms the action.

MarginNudge is not accounting, legal, tax, investment or financial advice. It does not guarantee profit, revenue recovery, project performance, client behaviour or the accuracy of information supplied by the Customer. The Customer remains responsible for checking inputs, outputs, scope, pricing, commercial terms and every quote it approves or sends.

3 Accounts and authorised users

The Customer must provide accurate account and business information and keep it current.
Users must keep login credentials secure and must not share individual accounts.
The Customer is responsible for its authorised users and their compliance with these Terms.
Admins may invite, remove and assign roles to users within the applicable plan limits.
The Customer must promptly remove access for anyone who should no longer use the workspace.
Google sign-in is optional. Use of Google services is also subject to Google’s applicable terms.
The Customer must notify us promptly at contact@marginnudge.com if it suspects unauthorised access.

4 Trial and subscriptions

4.1 Fourteen-day trial

A valid payment card is required to start the 14-day trial. No subscription fee is charged when the trial starts. Unless cancelled before the trial ends, the selected subscription automatically begins and Stripe charges the applicable monthly or annual fee.

Unless we agree otherwise, one trial is available per business. We may refuse or end duplicate, abusive or fraudulent trials.

4.2 Plans and current launch prices

Plan	Monthly billing	Annual billing
Core	£79 per month	£790 per year, paid upfront
Growth	£149 per month	£1,490 per year, paid upfront
Scale	£299 per month	£2,990 per year, paid upfront
Enterprise	Custom	Custom

Annual prices reflect two months free compared with paying the stated monthly price for 12 months. Plan features, user limits and quote allowances are those displayed at order and in the application. Enterprise terms may be set out in a separate order form.

MarginNudge Ltd is not currently VAT registered and does not currently add VAT. If VAT or another tax becomes legally chargeable, it may be added to future charges after appropriate notice.

4.3 Renewals and payment

Subscriptions renew automatically for the same billing period until cancelled. The Customer authorises Stripe to charge the payment method on file. The Customer must keep its payment information current.

4.4 Failed payments

If payment fails, Stripe may retry the charge. If a second attempt fails, we may block or restrict access until the outstanding amount is paid. Blocking does not cancel the amount due or immediately delete Customer Data.

4.5 Cancellation

The Customer may cancel through the billing settings or by contacting us. Cancellation takes effect at the end of the current paid billing period. Access continues until that date unless the account is suspended for breach, security or non-payment. After cancellation becomes effective, the Customer has 14 days to access or export available Customer Data.

4.6 Thirty-day refund policy

The Customer may request a refund of a subscription payment by emailing contact@marginnudge.com within 30 days after the relevant charge. The request must identify the account and charge. Approved refunds are returned to the original payment method. After 30 days, payments are non-refundable except where required by law or expressly agreed in writing.

We may reject a refund request where there is evidence of fraud, repeated refund abuse, material breach or substantial use inconsistent with the purpose of the refund policy. Cancellation and refund are separate: a refund request does not automatically cancel future renewal, and cancellation does not automatically create a refund.

5 Customer Data

Customer Data means information, content and files submitted to or generated through the Customer workspace, excluding MarginNudge software, templates, methodologies and system-generated service data.

As between the parties, the Customer retains its rights in Customer Data. The Customer grants MarginNudge a limited licence to host, copy, process, transmit, display and otherwise use Customer Data only as needed to provide, secure, support and administer the service and comply with law.

The Customer confirms that it has all rights, permissions and lawful bases needed to provide Customer Data and instruct MarginNudge to process it. The Customer is responsible for responding to people whose personal information it places in the service, subject to the Data Processing Agreement.

We may use statistics derived from the service only where they are aggregated or irreversibly anonymised so that they no longer identify the Customer or any individual.

6 Data protection

Each party must comply with applicable data protection law. The MarginNudge Privacy Notice explains processing for which MarginNudge acts as controller. The Data Processing Agreement applies where MarginNudge processes personal data on the Customer’s behalf and is incorporated into these Terms.

7 Acceptable use

The Customer and its users must not use the service to:

break any law, regulation, sanction, court order or third-party right;
upload or process information without a proper right and lawful basis;
store special category data, criminal offence data, children’s data, card numbers, passwords, national insurance numbers or unnecessary sensitive information;
introduce malware, malicious code or harmful content;
probe, scan or test vulnerabilities without our written permission;
circumvent authentication, role controls, plan limits, rate limits or other safeguards;
gain or attempt to gain access to another customer’s data or account;
reverse engineer, decompile, scrape, copy or create a competing product from the service except where law does not permit that restriction;
share accounts, impersonate another person or misrepresent authority;
send spam, unlawful marketing or deceptive communications;
infringe intellectual property, confidentiality, privacy or data protection rights;
use MarginNudge outputs as a guarantee of profitability or as regulated professional advice;
resell, sublicense or provide the service to third parties without written permission; or
use the service in a way that is excessive, abusive or likely to damage, disable or disrupt it.

We may investigate suspected misuse and remove content, restrict functionality, suspend access or terminate the account where reasonably necessary. Where practical, we will explain the issue and allow a reasonable opportunity to remedy a non-urgent breach. Immediate action may be taken for security, illegality, serious harm or repeated breach.

8 Confidentiality

Each party must protect the other party’s confidential information using reasonable care and use it only to perform or receive the service. This duty does not apply to information that is public through no breach, was lawfully known without restriction, is received lawfully from another source, or is independently developed. A party may disclose information where law requires, where legally permitted after giving advance notice.

9 Intellectual property

MarginNudge and its licensors own the service, software, calculation framework, user interface, templates, documentation, branding and all related intellectual property. During an active subscription, we grant the Customer a limited, non-exclusive, non-transferable and revocable right for its authorised users to use the service for the Customer’s internal business purposes.

If the Customer provides feedback, it grants MarginNudge a perpetual, worldwide, royalty-free right to use that feedback without identifying the Customer or disclosing its confidential information. We will not publish the Customer’s name or logo as a customer reference without permission.

10 Third-party services

The service relies on third-party providers including authentication, hosting, email, payment, analytics and scheduling services. Their availability may affect MarginNudge. Third-party services may have their own terms and privacy information. We remain responsible for our obligations under these Terms and the Data Processing Agreement, but do not control independent services chosen or accessed directly by the Customer.

11 Availability and changes

The MVP is provided on an as-available basis and does not include a contractual uptime service level unless agreed in an Enterprise order form. We may maintain, update, improve or change the service. We will use reasonable efforts to avoid unnecessary disruption and to give notice of material changes that significantly reduce core paid functionality.

We may change subscription prices by giving at least 14 days’ notice. A price change applies from the Customer’s next renewal after the stated effective date and will not retrospectively change a prepaid annual term.

12 Suspension and termination

We may suspend or restrict access for non-payment, a material or repeated breach, a credible security risk, unlawful use, harm to another customer or where required by law. Where the issue can reasonably be remedied, we will normally give notice and an opportunity to do so.

Either party may terminate for an unremedied material breach after reasonable written notice, or immediately if the other party becomes insolvent or the breach cannot be remedied. Termination does not remove rights or payment obligations that arose before termination.

After the post-cancellation access period, we may delete Customer Data in accordance with the Privacy Notice and Data Processing Agreement. The Customer should export any information it needs before the access period ends.

13 Warranties and disclaimers

We warrant that we will provide the service with reasonable care and skill. To the fullest extent permitted by law, all other conditions, warranties or terms that might otherwise be implied are excluded.

Outputs depend on assumptions, estimates and information supplied by the Customer. MarginNudge does not warrant that an output is complete, error-free, suitable for a particular decision or a guarantee of future performance. The Customer must exercise independent commercial judgement and obtain professional advice where appropriate.

14 Liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a liability that cannot legally be limited, or any other liability that applicable law prohibits us from limiting.

Subject to the paragraph above, neither party is liable for indirect or consequential loss, or for loss of profits, revenue, anticipated savings, goodwill or business opportunity. This exclusion does not prevent recovery of subscription fees properly refundable under section 4.6.

Subject to the first paragraph of this section, each party’s total aggregate liability arising out of or connected with the service in any 12-month period is limited to the fees paid or payable by the Customer for the service during the 12 months immediately preceding the event giving rise to the claim. During a free trial, the cap is £100.

15 Changes to these Terms

We may update these Terms by giving at least 14 days’ notice of a material change. Changes required urgently for law, security or prevention of abuse may take effect sooner. Continued use after the effective date constitutes acceptance. If a material change substantially disadvantages the Customer, the Customer may cancel before it takes effect.

16 General

Neither party may assign the agreement without the other party’s consent, not to be unreasonably withheld, except as part of a genuine merger, reorganisation or sale of substantially all relevant assets.
Neither party is liable for delay caused by events beyond its reasonable control, provided it takes reasonable steps to reduce the effect.
Notices to MarginNudge must be sent to contact@marginnudge.com. We may send notices to the Customer’s account email.
If any provision is unenforceable, the remaining provisions continue in effect.
A delay in enforcing a right is not a waiver of that right.
These Terms, the applicable order information and incorporated documents form the entire agreement about the service.
The Contracts (Rights of Third Parties) Act 1999 does not give any third party a right to enforce these Terms.

17 Governing law and courts

These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.