Terms of Service

1. Parties and acceptance

These Terms of Service ("Terms") form a legally binding agreement between Nucleus HQ Ltd, a company registered in England and Wales, company number 17343317, registered office 71-75 Shelton Street, Covent Garden, London WC2H 9JQ ("Nucleus HQ", "we", "us") and the organisation or individual ("Tenant", "you") accessing or using the Nucleus HQ CRM platform.

By creating an account or using the platform, you confirm that you have authority to bind the organisation to these Terms and that you accept them in full.

If you do not agree to these Terms, do not use the platform.

2. The platform

Nucleus HQ provides a hosted, multi-tenant CRM platform that enables businesses ("Tenants") to manage contacts, conversations, bookings, automations, funnels, and related business workflows. The platform may be white-labelled under the Tenant's own branding.

We grant you a non-exclusive, non-transferable, revocable licence to access and use the platform for your internal business purposes, subject to these Terms and payment of any applicable fees.

3. Account terms

• You must provide accurate and complete registration information and keep it up to date.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
• You must notify us immediately at [email protected] if you suspect unauthorised access.
• You may not share account credentials with individuals outside your organisation or assign your account to a third party without our written consent.
• You must be at least 18 years of age to use the platform.

4. Acceptable use

You agree not to use the platform to:

• Violate any applicable law or regulation, including data protection, anti-spam, or consumer protection laws
• Send unsolicited commercial communications without a valid legal basis
• Upload or transmit malicious code, viruses, or any software designed to damage or interfere with the platform or third-party systems
• Attempt to gain unauthorised access to other tenants' data, our infrastructure, or any connected systems
• Reverse engineer, decompile, or attempt to extract the source code of the platform
• Resell or sublicense access to the platform without our express written consent
• Use the platform in a way that degrades the performance or availability of the service for other tenants
• Process sensitive personal data (as defined in UK GDPR Article 9) without appropriate safeguards and legal basis

We reserve the right to investigate suspected violations and to suspend or terminate accounts without notice where a serious breach is confirmed.

5. Your responsibilities for tenant data

You are the data controller for all personal data you upload, import, or generate within the platform about your own contacts, customers, and leads. You are solely responsible for:

• Ensuring you have a valid lawful basis under UK GDPR for every category of data you process through the platform
• Providing an appropriate privacy notice to your contacts
• Handling data subject rights requests (access, erasure, portability etc.) from your own contacts
• Complying with the Privacy and Electronic Communications Regulations (PECR) when sending electronic marketing
• Ensuring data transferred into the platform from third-party systems was collected lawfully

Where you build a coded site that we host, you choose everything on it, including any third-party script you add. Nucleus HQ injects nothing into a coded site and adds no script of its own. You are the data controller for that content and for any third party you introduce, and you are responsible for disclosing that third party and for obtaining any consent it requires.

We will process that data on your instructions as a data processor. Our obligations as processor are set out in our Privacy Policy and our Data Processing Agreement, which forms part of these Terms. The subprocessors we use are listed on our Subprocessors page.

6. Billing and payment

Access to certain features of the platform is subject to a paid subscription. Subscription fees, billing cycles, and payment terms are as set out in the plan you select at sign-up or as otherwise agreed in writing. Communications sending is charged separately from your subscription, through the communications wallet described in sections 7 and 8.

• All fees are exclusive of VAT or other applicable taxes unless stated otherwise. You are responsible for any taxes applicable to your purchase.
• Each plan includes a stated number of user seats, published on our pricing page. A seat is an active user account with access to your workspace. If you need more seats than your plan includes, additional seats are charged at the rate published on the pricing page and billed on the same cycle as your subscription.
• Customers who subscribed before 29 July 2026 keep their existing arrangement until they change plan. We will give at least 30 days' written notice before any seat limit applies to an existing subscription.
• If we withdraw or materially reduce a feature that our published pricing describes as included in your plan, we will give you at least 30 days' written notice before the change applies to your subscription.
• Payments are processed by Stripe. By providing payment details you authorise us to charge the applicable subscription fees on a recurring basis. Separate authority for communications wallet top-ups, auto-reload and metered usage charges is set out in sections 7 and 8, and those charges are in addition to your subscription fees.
• Subscriptions renew automatically unless cancelled before the renewal date. Cancellation takes effect at the end of the current paid billing period.
• Subscription fees are non-refundable once a billing period has started, unless required by applicable law or expressly agreed in writing. Full cancellation and refund detail, including trials, downgrades, and data export after cancellation, is set out in our Refund and Cancellation Policy.
• We reserve the right to suspend access if a payment fails and is not resolved within 14 days of notice. We will give a reasonable grace period unless immediate suspension is needed for fraud, legal risk, security risk, or excessive unpaid usage.

7. Communications wallet and off-session charges

7.1 What the wallet is. Sending messages through the platform, including SMS, voice and WhatsApp, is paid for from a prepaid communications wallet held against your workspace. The wallet is a prepaid balance you fund in advance. It is not a bank account, it does not earn interest, and it is not a store of value you can spend anywhere other than on communications usage within the platform.

7.2 Topping up. You top up the wallet by choosing an amount in the platform. Top-ups are charged to the payment method you have saved with Stripe. We create and confirm the charge through Stripe. Stripe holds your card details. No card number, expiry date or security code ever reaches Nucleus HQ.

7.3 Your authority for off-session charges. By saving a payment method and using the communications wallet, you authorise us to charge that payment method for wallet top-ups without you being present at the time of the charge. This is known as an off-session charge. It is a payment initiated by us on your standing instruction, not a payment you complete at a checkout. Two things trigger it: a top-up you request in the platform, and auto-reload, if you have switched auto-reload on.

7.4 Auto-reload, and how to switch it off. Auto-reload is optional. If you switch it on, you set a threshold balance and a top-up amount. When your wallet balance falls to or below your threshold, we automatically charge your saved payment method for your chosen top-up amount and credit the wallet, without asking you again at the time. You can switch auto-reload off at any time in your billing settings in the platform. Switching it off takes effect immediately and stops any further automatic charge. It does not reverse a top-up that has already been charged. If auto-reload is off, your wallet is only ever topped up when you ask for a top-up.

7.5 Failed top-ups. If a top-up charge fails, we may retry it and we will tell you. A failed top-up does not credit the wallet. If auto-reload fails and your balance reaches zero, section 7.7 applies.

7.6 The ledger. Every movement in and out of the wallet is recorded in a transaction ledger. Each entry records what happened, when, the amount, and the balance afterwards, and for a usage debit it records the type of usage, the unit price applied and the charge identifier. You can see your wallet activity in the platform. The ledger is the record of the wallet. If you think an entry is wrong, contact us at [email protected] and we will investigate. We keep wallet ledger records and usage records for six years, as required for statutory financial records.

7.7 Zero balance: sending stops. The wallet fails closed. If your wallet balance is zero, or is not enough to cover the cost of a message, we will not send that message. Sending is refused, not queued indefinitely and not sent on credit. You will not go into a negative balance and we will not extend you credit for communications usage. Your subscription and the rest of the platform are unaffected. Sending resumes as soon as the wallet is funded again. You are responsible for keeping the wallet funded if your business depends on messages going out, and we are not liable for a message that is not sent because your wallet balance was insufficient. See section 12 (Limitation of liability).

7.8 What the wallet does not cover. The wallet pays for communications usage only. It does not pay your subscription fee, and your subscription fee does not fund the wallet.

7.9 Refunds. Refunds of a wallet balance are dealt with in our Refund and Cancellation Policy.

7.10 Reseller workspaces: your wallet pays for your clients' sends. If your workspace is a reseller workspace with client workspaces under it, messages sent by your client workspaces are paid for from your communications wallet. Your own workspace's sends are not charged to the wallet; your clients' sends are. You are responsible for keeping the wallet funded for your clients' sending, and section 7.7 applies in the same way: if your wallet cannot cover a client workspace's message, that message is refused. Every debit for a client send is recorded in your ledger (section 7.6). What you charge your clients for their usage, if anything, is a matter between you and your client.

8. Metered usage and pricing

8.1 Usage is metered. SMS, voice and WhatsApp sending is charged per unit of usage, not included in your subscription. Each send debits your communications wallet.

8.2 Unit prices. The current unit prices are shown in the platform before you send and in your billing settings. The price that applies to a given send is the unit price shown in the platform at the time of that send. That price and the resulting debit are recorded against the transaction in your wallet ledger, so you can always see what you were charged and at what rate.

8.3 Why prices can change. Communications pricing depends on the underlying carriers and messaging providers, on destination country, and on the message type. Those upstream costs change and we may change our unit prices to reflect that.

8.4 How we change prices. We will give you at least 30 days' notice by email before a unit price increase takes effect. Until the new price takes effect, the old price applies. A price reduction may take effect immediately. If you do not accept a price increase, your remedy is to stop sending on the affected channel and, if you wish, to cancel your subscription under section 13, and to ask for your remaining wallet balance to be handled under our Refund and Cancellation Policy. Where a change is forced on us at short notice by a carrier or a regulator, we may pass it through with less notice, and we will tell you as soon as we can and say why.

8.5 Estimates are estimates. Any cost estimate shown before a send is an estimate. The amount actually debited is the amount recorded in the ledger. Message segmentation, destination and provider surcharges can make an actual charge differ from an estimate.

8.6 Third-party sending accounts. Where sending runs through a provider account you connect yourself, using your own credentials, that provider may also bill you directly under its own terms. Those charges are between you and that provider. Nucleus HQ's charges are the ones in your wallet ledger.

9. Selling to your customers (Stripe Connect)

9.1 What this is. You can connect your own Stripe account to the platform and sell your products, such as online courses and digital content, from your hosted pages. When one of your customers buys from you, the checkout runs on your Stripe account, and Stripe pays the money to you. Nucleus HQ never holds or handles your customers' money. Your customers' card details go to Stripe, never to us and never to you.

9.2 You are the seller. Every sale you make is a contract between you and your customer. It is not a sale by Nucleus HQ. You are responsible for describing your products accurately, delivering what you sold, setting your prices, handling any tax due on your sales, complying with the consumer law that applies to you, and publishing your own refund policy for your customers. We provide the software that runs the checkout and records the order.

9.3 Our fee. We do not currently deduct a platform fee from your sales. If we introduce one, we will tell you in advance and section 14 (Changes to these Terms) applies.

9.4 Orders and payment confirmation. Each checkout creates an order record in your workspace. Access to digital content you sell, such as a course, is only granted once Stripe confirms the payment has actually been made. Some payment methods, such as bank debits, take time to clear: the order stays pending until Stripe confirms it, and if the payment fails the order is recorded as failed and no access is granted.

9.5 Refunds and chargebacks revoke access. If a sale is refunded in full, or your customer wins a chargeback against it, the order is marked refunded and any digital content access granted by that purchase is revoked automatically. A partial refund does not change access automatically; how you handle a partial refund is between you and your customer, and you can contact us at [email protected] if you need help with the record.

9.6 Charging your client workspaces. If your workspace is a reseller workspace, you can set up plans for your client workspaces and collect payment from your clients through your connected Stripe account. The plan, its price and what it includes are agreed between you and your client; we provide the tooling and keep the record of the charges. Your clients' payments for your plans go to your Stripe account, not to us.

9.7 Disconnecting your Stripe account. You can disconnect your Stripe account at any time, and Stripe lets you withdraw the connection from its side too. Disconnecting stops new sales through the platform. Your existing order records remain available in your workspace.

10. Availability and service levels

We maintain an internal availability target for the production platform, supported by monitoring and operational alerting, but we do not publish a numeric uptime commitment and no service credits are offered. The platform is provided "as is" and "as available" without any warranty of availability, fitness for a particular purpose, or error-free operation.

Availability and support targets exclude planned maintenance with reasonable notice, customer caused issues, customer DNS, browser, device, network, or third party account issues, third party provider outages outside our control, beta or preview features, force majeure events, and suspension for non-payment, abuse, legal risk, or security risk.

We may carry out planned maintenance with reasonable advance notice and may take the platform offline in an emergency without prior notice. You can report bugs and suggest features through the support route in the app or by email to [email protected].

11. Intellectual property

Nucleus HQ retains all intellectual property rights in the platform, including its code, design, and documentation. These Terms do not transfer any ownership to you.

You retain ownership of any data and content you upload to the platform. By uploading content, you grant us a limited licence to store, process, and display it solely as necessary to provide the service.

12. Limitation of liability

To the fullest extent permitted by law:

• We are not liable for any indirect, consequential, special, or punitive loss, including loss of profits, revenue, business, or data.
• Our total aggregate liability to you arising out of or in connection with these Terms, howsoever caused, shall not exceed the total fees paid by you in the twelve months immediately preceding the event giving rise to the claim.
• Nothing in these Terms limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

13. Suspension and termination

Either party may terminate these Terms on written notice. You may cancel your subscription at any time through the platform settings or by contacting us.

We may suspend or terminate your access immediately, without prior notice, if:

• You breach these Terms materially and fail to remedy it within 14 days of notice
• You use the platform in a way that poses a risk to our infrastructure or other tenants
• We are required to do so by law or a regulatory authority
• You become insolvent or cease trading

On termination, your access to the platform ceases and the following applies.

• Export. You can export your data through to the end of your current paid period. We recommend you export before you cancel. This export right does not apply where we terminated your access for serious breach, security risk or legal reasons.
• Tenant data. Your workspace data, including your CRM records, is retained while your workspace is deactivated, so that it can be restored if you reactivate. We delete it when you ask us to.
• Platform account data. Your Nucleus HQ account records are retained until you ask us to delete them.
• Financial records. Billing events, wallet ledger entries and usage records are kept for six years, because we are required to keep statutory financial records. This applies whatever else is deleted, including where you have asked us to delete everything else.
• Backups. Deletion works through to backups on the backup cycle. Our own routine encrypted database backups are held for 30 days remote and seven days local. Separately, one-off encrypted database dumps taken before a significant change or before a workspace is removed are held on our own servers only and deleted automatically after 30 days. Our hosting provider also takes its own automated backups of the whole server, which include our databases, and it keeps the ten most recent daily backups, so approximately ten days. Data you delete can therefore persist in a backup for those periods before the backup itself expires.

Full detail is in our Refund and Cancellation Policy and our Data Processing Agreement.

14. Changes to these Terms

We may update these Terms from time to time. We will give you at least 30 days' notice of material changes by email. If you continue to use the platform after the effective date of the changes, you will be deemed to have accepted the updated Terms.

Where a change is required by law, we may implement it with immediate effect.

15. Governing law and disputes

These Terms are governed by the laws of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

If you are a consumer, nothing in this clause affects your statutory rights under applicable consumer protection legislation.

16. General provisions

• Entire agreement: These Terms, together with the Privacy Policy, Cookie Policy, Refund and Cancellation Policy, and Data Processing Agreement, constitute the entire agreement between you and Nucleus HQ regarding the platform.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any right does not constitute a waiver of that right.
• Third-party rights: These Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.
• Assignment: We may assign these Terms in connection with a merger, acquisition, or sale of assets. You may not assign your rights or obligations without our prior written consent.

17. Contact

For questions about these Terms, contact us at [email protected].