Terms of Service

1. Agreement to these terms

These Terms of Service (the “Terms”) govern your access to and use of the FMCG Cloud website, platform, agent marketplace, and related services (together, the “Services”). By accessing or using the Services — including by creating an account, purchasing credits, or clicking to accept — you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation, which is the “Customer” under these Terms.

The Services are provided for business and professional use. They are intended for organisations and the people who use them in the course of their work, and are not directed to consumers. Where these Terms conflict with a signed order or a separate Data Processing Agreement (DPA), that document governs for its subject matter. If you do not agree to these Terms, do not use the Services.

2. Definitions

Some capitalised terms carry a specific meaning:

• “Customer” — the organisation that has accepted these Terms and on whose behalf the Services are used.
• “Authorised User” — an individual the Customer permits to access the Services under its account or tenant.
• “Tenant” — the logically isolated environment provisioned for a Customer within the platform.
• “Administrator” — an Authorised User with rights to manage a Tenant, its members, and their roles.
• “Credits” — prepaid units that can be purchased and consumed against the Services and marketplace.
• “Customer Data” — data the Customer or its Authorised Users submit to, or generate within, the Services.
• “Third-Party Solution” — an agent, application, or integration offered by a third party through the marketplace.

3. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract to use the Services. You agree to provide accurate registration information and to keep it current. You are responsible for safeguarding your credentials, for all activity that occurs under your account and Tenant, and for notifying us promptly of any suspected unauthorised access. Authentication is provided through our identity provider; you remain responsible for your users’ credential hygiene.

We may refuse, suspend, or reclaim an account that is used in breach of these Terms, and we may decline to provide the Services to any person or in any jurisdiction where doing so would be unlawful.

4. The Services and your licence to use them

Subject to these Terms and to any applicable Credit balance or order, we grant the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the term, solely for the Customer’s own internal business purposes. The Services are provided on a subscription / access basis; no copy of the software is sold or delivered to you. We reserve all rights not expressly granted.

The Services are hosted on cloud infrastructure located in the European Union, and certain functionality is provided by or depends on the third-party providers described in our Privacy Policy. We may improve, modify, or discontinue features from time to time, as described in the “Changes” section below.

5. Acceptable use

You agree to use the Services only in compliance with these Terms and all applicable laws. You must not:

• use the Services for any unlawful purpose, or infringe the intellectual-property or privacy rights of others;
• upload malicious code, or probe, scan, or test the security of the Services without our prior written consent;
• attempt to access another tenant’s data, or circumvent tenant isolation, authentication, or access controls;
• reverse engineer, scrape, or benchmark the Services, or use them to build a competing product, except where such restriction is prohibited by law;
• resell, sublicense, or provide the Services to a third party outside the rights granted here;
• interfere with the normal operation of the Services, or impose an unreasonable load on our infrastructure; or
• submit special-category or highly sensitive personal data that the Services are not designed or contracted to process.

6. Tenants, administrators, and users

Each Customer is provisioned a logically isolated Tenant. The Customer’s Administrator(s) provision and de-provision Authorised Users, assign roles and permissions, and configure the Tenant; an Administrator acts on the Customer’s behalf and binds the Customer. The Customer is responsible for its Authorised Users’ compliance with these Terms and for actions taken within its Tenant, and for how it allocates internal roles and permissions. Where a parent organisation manages child or sub-tenants, it is responsible for them under these Terms.

7. Customer Data and data protection

As between the parties, the Customer (or its licensors) owns its Customer Data; we claim no ownership of it. The Customer grants us a limited licence to host, process, transmit, display, and back up Customer Data solely to provide, secure, and support the Services. The Customer is responsible for having the rights and consents necessary to submit its data and to have it processed.

Where we process personal data that a Customer places within its Tenant on the Customer’s instructions, we act as a processor and that processing is governed by a Data Processing Agreement (DPA) between the Customer and us, which prevails over these Terms for such personal data. Where we determine the purposes of processing — for example website enquiry data, account-administration data, billing metadata, and website analytics — we act as a controller under our Privacy Policy. Our handling of personal data, the third-party providers we use, and your rights are described in the Privacy Policy.

8. Fees, credits, billing, and taxes

Fees are payable as set out in your order or in published pricing. Credits are prepaid, are consumed against the Services and marketplace as described in the platform, have no cash value, and are non-refundable except where required by law or expressly stated. Payments and credit purchases are processed by our payment provider; you authorise charges to your chosen payment method.

Unless stated otherwise, fees are exclusive of taxes, and you are responsible for any VAT, sales, use, or withholding taxes (for EU business customers, on a reverse-charge basis where a valid VAT number is provided). If a payment fails or is overdue, we may suspend the Services and pursue amounts due. Where a subscription renews automatically, we will make the renewal terms and any notice window clear, and price changes take effect on renewal with prior notice.

9. Third-party and marketplace solutions

The marketplace may offer agents, applications, and integrations provided by third parties. Your use of a Third-Party Solution is governed by that provider’s own terms and privacy practices; we act as the marketplace operator, not as a party to that relationship, and are not responsible for a third party’s performance, availability, security, pricing, or content, to the maximum extent permitted by law. Enabling a Third-Party Solution may authorise the sharing of data with it, and you are responsible for reviewing its terms before doing so. We may add, change, or remove marketplace listings. Our own first-party agents are part of the Services and are covered by the warranties in these Terms; third-party solutions are not.

10. Intellectual property and feedback

The Services — including their software, models, agent designs, documentation, interfaces, and branding — are owned by FMCG Cloud and its licensors and are protected by intellectual-property laws. The licence in Section 4 is your only right to them, and these Terms grant no right to use FMCG Cloud trademarks without our prior written permission. The Customer retains all rights in its Customer Data.

If you give us feedback or suggestions about the Services, you grant us a perpetual, irrevocable, royalty-free right to use them without restriction or obligation. We may use aggregated and de-identified usage data to operate and improve the Services; we do not use a Customer’s personal data or content to train models except as permitted by the DPA and the Customer’s instructions.

11. Confidentiality

Each party may receive the other’s non-public business information (“Confidential Information”). The receiving party will use it only to perform or receive the Services, protect it with reasonable care, and disclose it only to representatives who need it and are bound by confidentiality. These obligations do not apply to information that is public, independently developed, or rightfully received without restriction, and do not prevent a disclosure required by law (with notice where lawful). Personal data is additionally governed by the DPA and the Privacy Policy.

12. Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms and will comply with laws applicable to its use or provision of the Services. Except as expressly stated in these Terms, and to the maximum extent permitted by applicable law, the Services — including any third-party solutions, agent outputs, and beta or preview features — are provided “as is” and “as available”, and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

The Services include AI-assisted agents. Their outputs may be incomplete or inaccurate and are provided as tools to support your decisions; you are responsible for reviewing and verifying them before relying on them. Nothing in these Terms excludes or limits any liability or statutory right that cannot be excluded or limited under applicable law.

13. Indemnification

We will defend the Customer against a third-party claim that the Services (excluding third-party solutions and Customer Data) infringe that third party’s intellectual-property rights, and will pay damages finally awarded, provided the Customer promptly notifies us, allows us to control the defence, and cooperates. Our options include procuring the right to continue, modifying the Services, or refunding unused prepaid amounts.

The Customer will defend us against third-party claims arising from Customer Data, from the Customer’s use of the Services in breach of these Terms or applicable law, or from its use of third-party solutions. In each case the indemnifying party may not settle a claim in a way that imposes obligations on the other without consent.

14. Limitation of liability

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, however caused. Each party’s total aggregate liability arising out of or relating to the Services is limited to the amounts paid or payable by the Customer for the Services in the twelve months before the event giving rise to the liability.

These limitations do not apply to a party’s indemnification obligations, breach of confidentiality, infringement of the other party’s intellectual property, the Customer’s obligation to pay fees, or to any liability that cannot be limited under applicable law — including, under Irish law, liability for death or personal injury caused by negligence, and for fraud or fraudulent misrepresentation. These limitations reflect the agreed allocation of risk and the pricing of the Services.

15. Term, suspension, and termination

These Terms apply from your first acceptance or use and continue until terminated or until your account is closed. We may suspend access, in whole or part, for non-payment, for a breach of the acceptable-use or security provisions, or where necessary to protect the platform or other customers, with notice where practicable, and will restore access on cure. Either party may terminate for the other’s material breach that remains uncured after a reasonable notice period, and either party may terminate immediately on the other’s insolvency.

On termination, your right to use the Services ends. You may export your Customer Data within a reasonable window, after which we will delete or return it in accordance with the DPA. Prepaid Credits are non-refundable except as stated or required by law. Provisions that by their nature should survive — including those on data, intellectual property, confidentiality, fees owed, disclaimers, liability limits, indemnities, and governing law — survive termination.

16. Changes to the Services and to these Terms

We may modify, add to, or discontinue features of the Services, and we may update the marketplace. We will not materially reduce the core functionality of a paid subscription during its term without offering an appropriate remedy. We may also update these Terms; we will post the updated version with a revised “last updated” date and, for material changes, provide reasonable advance notice. Your continued use of the Services after the changes take effect constitutes acceptance. Changes will not apply retroactively to a dispute that has already arisen.

17. Governing law and dispute resolution

These Terms, and any dispute arising out of or in connection with them, are governed by the laws of Ireland, without regard to conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute through discussion between senior representatives.

If a dispute is not resolved, it will be finally settled by binding arbitration seated in Dublin, Ireland, under the Arbitration Act 2010 (which applies the UNCITRAL Model Law), conducted in English before a single arbitrator, and kept confidential. Notwithstanding the arbitration agreement, either party may seek urgent injunctive or interim relief, and relief to protect intellectual property or confidential information, from the courts of Ireland, which also have jurisdiction over the enforcement of any award and any supervisory application.

The Services are offered to businesses. Nothing in this section removes any mandatory right that a person may have as a consumer under Irish or EU law: where a user qualifies as a consumer, the requirement to arbitrate before a dispute has arisen, and any waiver of class or representative actions, apply only to the extent permitted by law, and such a user retains access to the courts of their domicile.

18. General

The Customer may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms, together with any order and the DPA, are the entire agreement between the parties and supersede prior discussions, and any conflicting terms in a purchase order are rejected. If any provision is held unenforceable, it is severed or reformed and the rest remains in effect. A failure to enforce a provision is not a waiver of it.

Neither party is liable for a delay or failure caused by events beyond its reasonable control, including the failure of upstream providers. The parties are independent contractors; these Terms create no agency, partnership, or joint venture, and there are no third-party beneficiaries. Each party will comply with applicable export-control and sanctions laws (including those of the EU and the US) and anti-bribery laws, and you confirm you are not located in, or acting on behalf of, an embargoed or sanctioned party.

19. Contact

Questions about these Terms can be directed to legal@fmcgcloud.com. We may update these Terms from time to time, and material changes will be posted on this page with a revised “last updated” date.