Terms of Service

The agreement and the parties

The agreement is between the customer identified in the accepted order or account record and the legal operator of UserGist. The operator’s full legal identity and address must be completed before these terms can be accepted. An individual accepting on behalf of an organisation must have authority to bind it and must be an adult with capacity to contract.

The proposed agreement consists of the accepted order, these Terms, the Acceptable Use Policy, and the Data Processing Addendum where applicable. A signed order controls an express conflict with these Terms; mandatory data protection terms and applicable transfer clauses control conflicts concerning personal data. The Privacy Policy describes our processing and is not blanket consent for optional tracking.

Using the service

During the subscription, the customer may access the purchased service for its business purposes and permit authorised personnel to use it within the applicable limits. UserGist provides feedback, surveys, in-app messaging, mobile push, customer portals, analytics, APIs, SDKs, and authorised integrations as described in the purchased offering.

Customers must protect credentials, manage access promptly, keep account and billing information accurate, and notify us of suspected compromise. Client write keys are distinct from management tokens. Secrets must not be embedded in public applications. Customers remain responsible for their applications, operating-system permissions, provider credentials, and integration configuration.

Open-source SDK components retain their applicable licences. These Terms govern the hosted service and do not remove rights granted under an open-source licence. Beta or preview features may change and are not suitable for requirements that depend on a guaranteed service level unless separately agreed.

Customer data, permissions, and privacy

Customers retain ownership of their content and data. They grant UserGist the limited permission needed to host, transmit, display, process, and back up that content to provide, protect, and support the service and follow documented instructions. That permission does not transfer ownership or authorise sale of customer data.

Customers determine which information to collect, their lawful basis, required notices, retention needs, and who can see their content. They must obtain any necessary permissions, respect withdrawal and opt-out choices, and respond to individuals’ rights requests with our assistance where appropriate. Anonymous and pseudonymous identifiers can still be personal data.

Public portal submissions and published documents are visible according to the portal’s design and publishing choices. Do not publish confidential information or another person’s data without authority. Private support messages must not be intentionally republished without a lawful basis.

Customer data will not be used to train a general-purpose AI model under the proposed agreement. If a customer connects an external AI client, authorised tool outputs may be sent to that client and its provider’s terms apply. The customer must review access scopes, approve actions where required, and assess outputs before relying on them.

Plans, usage, checkout, and taxes

The selected order and checkout disclose the price, currency, billing period, included usage, any additional usage charges, and renewal terms. Published prices may change prospectively; they do not silently replace an accepted order. The service’s current usage model counts monthly active users and can charge for additional usage blocks. Review the applicable pricing and billing screens before purchasing.

Where Paddle is the merchant of record, the relevant Paddle entity handles the purchase and its checkout buyer terms and privacy policy apply to those activities. UserGist receives subscription, customer, usage, and transaction information needed to administer access. Card details are entered with the checkout provider.

The customer authorises only the recurring and usage-based charges disclosed in its purchase. Applicable taxes and invoicing follow the checkout and mandatory law. A free allowance does not authorise undisclosed paid charges. Payment failure may restrict collection or delivery after the applicable notices and account process.

Renewal, cancellation, and refunds

A recurring paid subscription renews as disclosed at checkout unless cancelled before renewal. Use the billing controls or contact UserGist if those controls are unavailable. The cancellation effective date, any final metered usage, and access through the paid period must follow the accepted order and Paddle’s applicable purchase process.

Cancelling renewal is different from requesting account or data deletion. It does not by itself erase content, discharge charges already incurred, or revoke data at customer-selected integrations. Request an export and deletion separately when needed.

Refunds are handled under the accepted order, the applicable merchant-of-record terms, and mandatory law. This draft does not impose a blanket no-refund rule. The final commercial policy, treatment of partial periods, usage reconciliation, and notice for price changes require approval before release.

Third-party services and delivery

A customer may enable third-party destinations or clients and instruct UserGist to transmit the necessary information. Those services have their own terms and privacy practices. The customer is responsible for the accounts and authorisations it controls. The subprocessor obligations in the DPA still apply to providers we engage to process customer data on our behalf.

Notification delivery depends on Apple, Google, device settings, connectivity, and the customer’s credentials and callback integration. Sending or accepting a provider request is not a guarantee that a person receives or reads a notification. Do not use UserGist for emergency, life-safety, or other delivery-critical communications.

Confidentiality and intellectual property

Each party must protect the other’s non-public business information using reasonable care, use it only for the agreement, and disclose it only to people and providers who need it and are subject to appropriate confidentiality duties. Information independently developed, lawfully obtained elsewhere, or already public without breach is excluded. A legally compelled disclosure should be limited and notified where permitted.

UserGist and its licensors retain the service, brand, and related intellectual property. Customers retain their own applications and content. Voluntary suggestions about the service may be used to improve it without exposing the customer’s confidential information or personal data. These terms do not grant permission to use a customer’s name or logo in marketing without agreement.

Suspension, termination, and data return

We may restrict access proportionately when necessary to address a material security risk, unlawful use, serious breach, or non-payment under the agreed process. Where practical and lawful, we will provide notice, explain the issue, and allow a reasonable opportunity to resolve it. Urgent threats may require immediate restriction.

A party may terminate for a material breach that remains unresolved after the notice and cure process agreed in the final contract. At the end of service, processing, return, deletion, and any legally required retention follow the DPA and agreed schedule. Billing cancellation, workspace closure, and user deletion have distinct effects.

The proposed return/deletion window and backup expiry are not yet approved operational commitments. They must be stated in the completed agreement. Confidentiality, accrued payment obligations, liability provisions, and rights that by nature survive termination continue to apply to the extent legally valid.

Service standards and warranties

We will use reasonable care and skill in providing the service. No uptime percentage, certification, dedicated residency commitment, or restoration deadline is promised unless included in a signed agreement. Planned maintenance, third-party outages, beta changes, and customer configuration can affect availability.

To the extent permitted by law, the service is otherwise provided as available without implied warranties of merchantability, fitness for a particular purpose, or uninterrupted or error-free operation. Customers should validate SDK releases and retain appropriate copies of important information. This clause does not exclude warranties or remedies that applicable law makes non-excludable.

Proposed liability allocation

Subject to mandatory law and any signed order, the proposed general cap on each party’s aggregate liability is the fees paid or payable for the affected service in the twelve months before the event giving rise to the claim. Indirect or consequential losses and lost profits are excluded to the extent legally permitted.

The cap and exclusions do not limit fraud, wilful misconduct, liabilities that cannot lawfully be limited, or customer payment obligations. Data protection, confidentiality, intellectual property claims, free-account treatment, and any indemnities need an expressly approved allocation in the final contract. Nothing in this draft limits an individual’s statutory rights or remedies under mandatory transfer clauses.

Changes, disputes, and other terms

Material contractual changes should be communicated in advance and apply prospectively with a reasonable opportunity to stop renewal where appropriate. Administrative corrections or urgent legal/security changes may require a different notice period. We must preserve the accepted version and record the customer’s acceptance of the final agreement.

Governing law, competent courts, operator identity, effective date, notice periods, and the final commercial provisions remain to be completed. No arbitration requirement or class-action waiver is introduced by this draft. Mandatory consumer or data protection rules prevail where applicable.

If a provision is unenforceable, the remaining agreement continues where legally possible. A failure to enforce a provision is not a waiver. Assignment, corporate reorganisation, formal notices, and any force-majeure clause should be addressed in the approved agreement. Neither party may use these terms to avoid mandatory legal obligations.

Contact [email protected] with the subject “Privacy request” or “Legal request”, as appropriate. Do not send passwords, API keys, payment card numbers, or identity documents in an initial message.