Terms of Service

1. Acceptance of Terms

By accessing or using Nudge ("the Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Service.

These Terms constitute a legally binding agreement between you ("you," "your," "Merchant") and Nudge ("we," "us," "our").

2. Service Description

Nudge is a WhatsApp marketing automation platform that enables ecommerce merchants to:

• Send automated WhatsApp messages to customers (cart abandonment, order confirmations, etc.)
• Manage marketing campaigns through the WhatsApp Business API
• Track message delivery, customer engagement, and revenue attribution
• Integrate with Shopify, Medusa, and WooCommerce stores

Nudge acts as a technology provider connecting your ecommerce platform to the WhatsApp Business API. We do not send messages on our own behalf - all messages are sent by you to your customers.

3. Account Registration

To use Nudge, you must create an account and provide:

• Accurate and complete registration information
• Your ecommerce platform credentials (Shopify/Medusa/WooCommerce)
• Your WhatsApp Business API credentials
• Valid payment method for billing

You are responsible for:

• Maintaining the security of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access

4. Subscription & Pricing

4.1 Pricing

• Standard Plan: €59 per month
• Included: 1,000 messages per month
• Overage: €0.10 per message over 1,000 messages
• WhatsApp API costs: You pay Meta directly (not to us). Costs vary by country (€0.04-€0.11/message).

4.2 Billing

Billing is handled manually via Mollie payment links:

• Monthly invoices are sent at the end of each billing period
• Payment is due within 14 days of invoice date
• Failure to pay may result in service suspension
• We reserve the right to charge late fees (€10) for overdue invoices

4.3 No Refunds

All payments are non-refundable. If you cancel your subscription, you will not receive a refund for the current billing period, but your service will continue until the end of that period.

4.4 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. No refunds will be issued for unused time or messages.

4.5 Price Changes

We reserve the right to change our pricing with 30 days' notice. Continued use of the Service after a price change constitutes acceptance of the new pricing.

5. Your Responsibilities & Prohibited Uses

5.1 Legal Compliance

You are solely responsible for ensuring your use of Nudge complies with all applicable laws and regulations, including but not limited to:

• GDPR (General Data Protection Regulation) and other data protection laws
• TCPA (Telephone Consumer Protection Act) if applicable in your jurisdiction
• CAN-SPAM Act and anti-spam regulations
• Consumer protection laws in your country/region
• Meta's WhatsApp Business Policies and Commerce Policies

5.2 WhatsApp Opt-In Consent (Required)

5.3 Prohibited Content & Activities

You may NOT use Nudge to send messages containing or promoting:

• Illegal activities: Drug trafficking, illegal gambling, money laundering, fraud, etc.
• Scams or deceptive practices: Phishing, pyramid schemes, fake products, misleading claims
• Adult content: Pornography, sexual services, escort services
• Regulated products (per WhatsApp policies):
  • Tobacco and e-cigarettes/vaping products
  • Alcohol (restrictions apply)
  • Weapons, ammunition, explosives
  • Prescription drugs or controlled substances
  • Illegal drugs or drug paraphernalia
• Hate speech or harassment: Discriminatory, threatening, or abusive content
• Spam: Unsolicited messages to people who did not opt-in
• Intellectual property violations: Counterfeit goods, pirated content
• Financial scams: Get-rich-quick schemes, cryptocurrency scams, investment fraud

5.4 Message Content Responsibility

You are solely responsible for the content of all messages sent through Nudge. This includes:

• Accuracy of product information and pricing
• Compliance with advertising laws and regulations
• Honoring claims made in messages (discounts, promotions, etc.)
• Providing clear opt-out instructions

5.5 Consequences of Violations

If you violate these terms or applicable laws:

• We may immediately suspend or terminate your account
• Meta may suspend your WhatsApp Business API access
• You may face legal action from regulators or customers
• You will be solely responsible for any fines, penalties, or legal costs

6. WhatsApp Business API Compliance

You must comply with all Meta WhatsApp Business API policies, including:

• WhatsApp Business Policy
• WhatsApp Commerce Policy
• WhatsApp Business Platform Policy

Nudge is a Tech Service Provider (TSP). We provide the technical infrastructure, but you are responsible for:

• Your WhatsApp Business Account standing
• Message quality and compliance
• Customer experience and satisfaction
• Responding to customer messages in a timely manner

If Meta suspends your WhatsApp Business API access due to policy violations, we are not responsible and will not provide refunds.

7. Data Processing & GDPR

7.1 You Are Data Controller

Under GDPR and data protection laws:

• You are the Data Controller for your customer data
• We are the Data Processor acting on your instructions

7.2 Your GDPR Responsibilities

As Data Controller, you must:

• Have a valid legal basis for processing customer data
• Inform customers in your privacy policy about Nudge
• Collect and manage customer consent properly
• Honor customer rights (access, deletion, portability, etc.)
• Only provide accurate and lawfully collected data to Nudge
• Implement appropriate security measures

7.3 Data Processing Agreement (DPA)

We provide a Data Processing Agreement (DPA) that complies with GDPR Article 28. Contact [email protected] to request a signed copy.

7.4 Privacy Policy

Our Privacy Policy explains how we handle data. By using Nudge, you also agree to our Privacy Policy.

8. Service Availability

We strive to provide reliable service, but we do not guarantee uninterrupted access:

• Uptime target: 99% uptime (best effort, not guaranteed)
• Scheduled maintenance: We may perform maintenance with advance notice
• Emergency maintenance: May be performed without notice
• Third-party dependencies: Service availability depends on WhatsApp API, Shopify, and other third parties

We are not liable for service interruptions, downtime, or failures caused by third-party services, infrastructure issues, or events beyond our control.

9. Intellectual Property

9.1 Our IP

Nudge, including its software, design, branding, and documentation, is owned by us and protected by copyright and other intellectual property laws. You may not:

• Copy, modify, or reverse engineer our software
• Remove or alter copyright notices
• Use our branding without permission
• Create derivative works based on Nudge

9.2 Your Data

You retain all rights to your data (customer information, message content, etc.). By using Nudge, you grant us a limited license to process your data solely for providing the Service.

10. Limitation of Liability

10.1 "As Is" Service

Nudge is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to:

• Merchantability or fitness for a particular purpose
• Uninterrupted or error-free operation
• Accuracy or reliability of results
• Revenue generation or business outcomes

10.2 No Liability for Indirect Damages

We are not liable for indirect, incidental, consequential, or special damages, including:

• Lost revenue or profits
• Lost sales or customers
• Data loss or corruption
• Business interruption
• Reputation damage

10.3 Maximum Liability Cap

Our total liability to you for any claims arising from or related to these Terms or the Service shall not exceed the total fees you paid to us in the 12 months preceding the claim.

10.4 Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or costs arising from:

• Your violation of these Terms
• Your violation of applicable laws or regulations
• Your message content or marketing practices
• Your violation of WhatsApp Business API policies or other third-party terms
• Your violation of customer rights (privacy, consent, etc.)

11. Termination

11.1 Termination by You

You may cancel your subscription at any time from the dashboard. Cancellation takes effect at the end of the current billing period.

11.2 Termination by Us

We may suspend or terminate your account immediately if:

• You violate these Terms
• You engage in prohibited activities or illegal content
• Your WhatsApp API access is suspended by Meta
• You fail to pay invoices
• Your activities harm our reputation or service availability for others

11.3 Effect of Termination

Upon termination:

• Your access to Nudge will be disabled
• No further messages will be sent
• Your data will be retained for 90 days, then deleted (except as required by law). See data deletion policy.
• You remain responsible for any outstanding fees
• You may request a data export within 30 days of termination

12. Changes to These Terms

We may update these Terms from time to time. When we make material changes:

• We will update the "Last updated" date
• We will notify you via email
• We will post a notice in the dashboard

Continued use of Nudge after changes indicates your acceptance of the updated Terms. If you do not agree to the changes, you must cancel your subscription.

13. Governing Law & Disputes

These Terms are governed by the laws of the Netherlands and the European Union, without regard to conflict of law principles.

Any disputes arising from these Terms or your use of Nudge shall be resolved through:

1. Good faith negotiation: Contact us at [email protected] to resolve disputes amicably
2. Mediation: If negotiation fails, we agree to attempt mediation
3. Legal action: If all else fails, disputes will be resolved in the courts of the Netherlands

14. Miscellaneous

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any DPA, constitute the entire agreement between you and Nudge.

14.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect.

14.3 No Waiver

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

14.4 Assignment

You may not assign or transfer your rights under these Terms. We may assign our rights to an affiliate or successor.

15. Contact Information

If you have questions about these Terms: