Terms of Use

Definitions:

• We use any of the terms “we”, “us”, and “our” to refer to Feedoptimise ®™, a trading name of 33Concept Ltd.
• We use the term ‘User’ to refer to the person or legal entity that registers for, accesses, or uses the Feedoptimise services under this Agreement.
• We use any of the terms “platform”, “service“, “services“ and "Feedoptimise" to refer to our website and services.
• We use any of the terms “you”, “your” and “yours” to refer to the User who is reading these Terms of Use and accessing our services.
• We use the term “customer” to refer to a User with at least 1 paid subscription-account.
• We use the term “Agreement” to refer to these Terms of use.
• We use the term “User Data” to describe any data, information or material relating to a User, the Customer account, or the Customer’s use of the Services that is provided to Feedoptimise by or on behalf of the Customer (including its Authorised Users) or generated through use of the Services. Further details and examples of the categories of data we collect and process are described in our Privacy Policy. For the avoidance of doubt, User Data does not include Feedoptimise’s Services, software, documentation, or other Feedoptimise materials.
• We use the term “Content” to describe any data, information or material that the Customer (including its Authorised Users) submits, uploads, transmits or otherwise makes available for processing or use in connection with the Services (including product and catalog data, images, URLs and feed files, and any outputs generated from the foregoing through use of the Services). For the avoidance of doubt, “Content” does not include Feedoptimise’s Services, software, documentation, or other Feedoptimise materials.
• We use the term “Party” to refer to Feedoptimise and the User, and “Parties” means both of them.

These Terms of Use constitute a legally binding agreement

between

Feedoptimise ®™, a trading name of 33Concept Ltd, a Private Limited Company, with a registration number 07286718, registered in United Kingdom.

and

The individual or entity accepting this Agreement (‘User’)

As part of these Terms of Use, you agree to comply with the most recent version of our Acceptable Use Policy and Privacy Policy, which are incorporated by reference into these Terms of Use. If you access or use the Services, or continue accessing or using the Services after updates to these Terms of use as described in clause 10, the Acceptable Use Policy or Privacy Policy, you confirm that you have read, understand and agree to be bound by the Terms of use, the Acceptable Use Policy and the Privacy Policy.

To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of 16. You represent that you are over the legal age before registering an account with us. You may not access or use Feedoptimise for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age. Feedoptimise is a data management tool intended for use by businesses and organisations and not for consumer purposes.

1. Your content

   In order to enable us to operate Feedoptimise, we must obtain from you certain limited license rights to process your Content that is covered by intellectual property rights so that technical actions we take in operating our Service are not considered legal violations. For example, copyright laws could prevent us from processing, maintaining, storing, backing-up and distributing certain Content, unless you give us these rights. Accordingly, by using our Service and uploading Content, you are granting Feedoptimise a license, for the purpose of delivering the Services, to display, perform and distribute your Content and to modify (for technical purposes, e.g., optimising content for advertising purposes) and reproduce such Content to enable Feedoptimise to operate our Service. You also agree that Feedoptimise has the right to elect not to accept, post, store, display, publish or transmit any Content in our sole discretion.

   You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and non-revocable for so long as your Content is stored with us, and include a right for Feedoptimise to make such Content available to, and pass these rights along to, others with whom Feedoptimise has contractual relationships related to the provision of the Feedoptimise Service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Content to third parties if Feedoptimise determines such access is necessary to comply with its legal obligations.

   If you elect to use any third-party service or application that is integrated with Feedoptimise or Feedoptimise enables to share your Content with, you also agree that the licenses granted to Feedoptimise in the preceding paragraph shall apply to Content that is submitted or uploaded through such third-party service or application. If the third-party service or application you elect to use would access or extract Content, you grant Feedoptimise the right and license to enable third-party access to and extraction of your Content. Feedoptimise does not assume any responsibility for, or liability on account of, the actions or omissions of such third-party applications or service providers.

   As we rely upon your rights to upload and distribute your Content, you represent and warrant to Feedoptimise that

   1. you have the unfettered legal rights and authority to submit your Content to Feedoptimise, to make any other use, publication or other distribution of that Content in your use of the Feedoptimise Service, and to grant the rights granted to Feedoptimise under these Terms of use; and
   2. your Content complies with our Acceptable Use Policy and these Terms of use.
   3. you indemnify Feedoptimise against any liability or suit arising from the use of your Content.

   Finally, you understand and agree that Feedoptimise, in performing the required technical steps to provide the Feedoptimise Service to our Users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.

2. Use of Artificial Intelligence

   Feedoptimise offers artificial intelligence ("AI") features that you can choose to use to enhance your feed optimisation work, for example by generating or refining product attributes, or by using the AI Feed Agent for audits, diagnostics, and routine feed operations.

   1. Where AI features connect to third-party AI providers using your own API key (such as OpenAI, Anthropic, Google Gemini, DeepSeek, or xAI Grok), the contractual relationship for that processing is between you and the provider directly, and the provider's terms of service and data-use policies apply to data sent through your key.
   2. Where AI features run on infrastructure that Feedoptimise contracts for directly (such as the AI Feed Agent), the AI providers act as our sub-processors and are engaged under enterprise API terms that prohibit the use of your Content to train, fine-tune, or otherwise improve their models. The current list of AI providers used in this way is set out in our Privacy Policy.
   3. Where AI features run on models hosted on infrastructure that Feedoptimise operates directly (such as the Feedoptimise-AI Prompt and Feedoptimise-AI Image Prompt modifiers), no third-party AI provider is involved in that processing and your Content is not transmitted to one. Use of these features is subject to the monthly request allowance included in your plan and any additional limits you configure, as described in our Billing Policy. We may change the models used to provide these features, and may temporarily limit or queue requests to maintain service availability.
   4. You retain control over whether and when AI features are used and over which Content is submitted for processing. AI features are not enabled by default, and the AI Feed Agent must be activated separately for your account.
   5. We do not use your Content to train AI models, whether our own or those of third parties. We may use aggregated, de-identified information about platform usage (for example, which features are used and how often) to monitor, maintain, and improve the service.
   6. We also use AI tools internally to assist our team in operating our customer support function, including for drafting replies, summarising tickets, and identifying trends in support interactions. Any reply you receive from our team has been reviewed and sent by a member of our staff. Further detail is set out in our Privacy Policy.
   7. You acknowledge that AI-generated outputs are based on algorithms and data inputs and may not always be accurate or free from error. We disclaim any liability for decisions made or actions taken in reliance on AI-generated outputs.

3. Our rights

   1. Content rights

      While you own the Content you store within the Service (subject to third-party rights), you acknowledge and agree that Feedoptimise (and our licensors) own(s) all legal right, title and interest in and to the Service, including, without limitation, Feedoptimise Platform that is part of the Service.

   2. Intellectual property rights

      In agreeing to these Terms of use, you also agree that the rights in our Service and Feedoptimise Platform, including all intellectual property rights, such as trademarks, patents, designs and copyrights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any Separate Agreement. In particular, you agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from any Feedoptimise Service and the Platform.

      Provided that you are eligible to use the Platform, you are granted a non-exclusive, worldwide, revocable, non-sublicensable, and non-transferable limited license to access and use the Platform in accordance with this Terms of use and Acceptable Use Policy.

   3. Right to modify Feedoptimise Service

      We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Feedoptimise Service, including changes that may affect the previous mode of operation of the Feedoptimise Service. We expect that any such modifications will enhance the overall Feedoptimise Service, but it is possible that you may not agree with us. We also reserve the right to establish limits to certain features based on factors such as the device, operating system and/or client that you use, the nature or size of storage available to you, the number of transmissions, the ability to send or receive email messages, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your Content and other data, and impose other limitations at any time, with or without notice. For example, if you use a free trial version of the Feedoptimise Service, you will not enjoy all of the benefits provided to subscribers of our Paid Service offerings.

      You also acknowledge that a variety of Feedoptimise actions may impair or prevent you from accessing your Content or using the Feedoptimise Service at certain times and/or in the same way, for limited periods or permanently, and agree that Feedoptimise has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Content. You agree that we shall not be liable to you or to any third-party for any modification, suspension or discontinuance of any part of the Feedoptimise Service. We are not obliged to keep providing earlier versions of the platform or of any feature. However, if you are a subscriber to a Paid Service and find that any such modifications or interruption of the Paid Service adversely affects you, you may notify our Customer Support team, explain the adverse impact the modification has created and, if you desire, request a termination of your Paid Service. Upon receipt of any such request, we will endeavor to promptly remedy the adverse impact caused by the modification, extend the duration of your Paid Service subscription for a period of time equal to the interruption and/or refund a portion of your Paid Service subscription fee equal to the remaining unused term of the Paid Service subscription, as we determine appropriate or as may be required by applicable law.

   4. Right to engage third parties

      Feedoptimise engages certain affiliates or other third parties (“Service Providers”) to provide technical or other services relating to all or part of the Feedoptimise Service, and you hereby agree that such involvement by these Service Providers is acceptable. In addition, Feedoptimise may contract with third-party resellers of the Paid Service and payment processors to enable payments in your local currency and payment systems. Please see our Privacy Policy to understand the extent to which any affiliate or third-party may have access to your account information or Content.

   5. Fair Use Policy for Managed Service Support

      Our Managed Service Support is designed for reasonable, equitable use by all customers. The service primarily consists of configuring and maintaining rules and automation, along with monitoring and handling exceptions or change requests when needed. To maintain quality, responsiveness, and availability, we reserve the right, at our sole discretion, to determine whether a customer’s use exceeds acceptable limits.

      Use may be considered excessive where it includes, for example:

      • A high volume of change requests or operational tasks that require disproportionate manual effort relative to the subscription level
      • Repeated or continuous requests that materially disrupt normal service operations or repeatedly re-open the same work without new information
      • Requests that effectively require bespoke consultancy, custom development, extensive data clean-up, or work outside the intended scope of the platform and Managed Service Support
      • Any other usage pattern that, in our judgment, is disproportionate to the intended purpose of the service

      If we determine that usage is excessive, we may, at our sole discretion, take reasonable steps to manage it. This may include agreeing a delivery schedule, limiting the rate or scope of requests, requesting that work be handled via self-management, proposing an upgrade or additional fees for out-of-scope work, or suspending Managed Service Support in extreme cases.

4. Confidentiality

   1. Confidential Information

      “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with the Services or the parties’ business relationship, whether disclosed orally, visually, in writing, electronically, or by access to systems, including without limitation: technical information, product plans, security information, platform features, documentation, pricing, commercial terms, and any other information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. For clarity, User Data and Content are treated as described in these Terms (including our Privacy Policy), and are not limited by this clause where separate data protection terms apply.

   2. Purpose and permitted use

      The Receiving Party will use the Disclosing Party’s Confidential Information only to evaluate, access, configure, integrate, test, operate, support, or otherwise receive/provide the Services and for related account administration (the “Purpose”). The Receiving Party will protect Confidential Information using at least reasonable care and will not disclose it to any third-party except as permitted below.

   3. Permitted disclosures

      The Receiving Party may disclose Confidential Information to its employees, directors, officers, professional advisers, contractors and service providers (including, in our case, Service Providers used to deliver the Services) who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this clause. The Receiving Party remains responsible for compliance by those recipients.

   4. Exclusions

      Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this clause, (b) was lawfully known to the Receiving Party without restriction before receipt from the Disclosing Party, (c) is lawfully received from a third-party without breach of any obligation of confidentiality, or (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

   5. Compelled disclosure

      If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it will (to the extent legally permitted) give the Disclosing Party prompt notice and cooperate (at the Disclosing Party’s expense) in seeking confidential treatment or limiting disclosure. The Receiving Party may disclose only the minimum required.

   6. Return and retention

      Upon written request, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information, except that the Receiving Party may retain copies (a) as required to comply with law or regulation, or (b) in routine, encrypted backup systems not readily accessible in the ordinary course, in each case remaining subject to this clause.

   7. Survival

      These confidentiality obligations apply during the term of the Agreement and for three (3) years after termination or expiry. Confidentiality obligations for trade secrets survive for as long as the information remains a trade secret under applicable law.

   8. Relationship with NDA

      If the Parties have entered into a separate non-disclosure agreement (“NDA”) that applies to the disclosure, the NDA will govern confidentiality obligations for that disclosure. For all other disclosures, this Section 4 applies. If there is any conflict between the NDA and this Section 4 for an applicable disclosure, the NDA will prevail for that disclosure.

5. Limitation of liability

   If we believe that there is a violation of these Terms of Use and the Acceptable Use Policy or any of our other policies, that can simply be remedied by the User’s removal or modification of certain Content or User Data provided by or on behalf of the User, or by taking other action, we will, in most cases, ask the User to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account and/or revoking the licence) if the User does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorised Users or any third parties.

   In no event shall we, our officers, directors, employees, partners or suppliers be liable to you or any third-party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not we have been advised of the possibility of such damages.

   Our maximum aggregate liability (and that of our affiliates and suppliers) arising out of or in connection with this agreement shall be limited to one hundred British pounds (£100) in the aggregate. For the avoidance of doubt, this limitation applies only to our liability and does not limit or exclude the User’s payment obligations (if any), or any liability the User may have under any indemnities or confidentiality obligations under these Terms or any separate NDA executed between the parties. Nothing in this agreement limits or excludes liability to the extent it cannot be limited or excluded under applicable law. The foregoing disclaimers will not apply to the extent prohibited by applicable law and do not limit either party’s right to seek and obtain equitable relief.

   Application of consumer law - Feedoptimise is a data management tool intended for use by businesses and organisations and not for consumer purposes.

6. Payments and fees

   You may be required to purchase or pay a fee to access some of our services. The fees will be accrued in accordance with our Billing Policy. You agree to provide current, complete, and accurate purchase and account information for all purchases made via Feedoptimise. You further agree to promptly update account and payment information, including but not limited to email address and payment method so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via Feedoptimise. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time but that will not apply to your current plan until changed by yourself. Currently, we support the following currencies: GBP, USD, EUR, AUD, CAD, and the following payment methods: credit and debit cards, DirectDebit/ACH.

   We reserve the right to immediately suspend your account(s) in the event that payment for a pending undisputed invoice is not finalised by its due date, paid in full, or if payment falls short due to any bank transfer fees.

   An invoice is treated as disputed only where you have notified us in writing, before the due date, of the specific items disputed and the reasons. Any undisputed portion of the invoice remains payable by its due date. The Parties will work together in good faith to resolve the disputed items within thirty (30) days of your notice. Where the dispute is resolved in our favour, in whole or in part, the amount found to be payable falls due within seven (7) days of resolution. Where the dispute remains unresolved more than thirty (30) days after your notice, we may treat the disputed amount as an undisputed invoice for the purposes of this section.

7. Service Level Agreement

   1. Platform

      We use commercially reasonable efforts to make Feedoptimise platform available 24 hours a day, 7 days a week, except for:

      1. planned downtime (for which Feedoptimise will provide advance electronic notice);
      2. any unavailability caused by circumstances beyond Feedoptimise's reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terrorism, failures or delays of Internet service providers, non-Feedoptimise applications, or denial-of-service attacks.

   2. Managed Service Support

      In addition to the self-management capabilities of our platform, we provide managed service support Monday to Friday, 9:00 to 17:30 UK time, via our ticketing system.

      Tickets are addressed on a first-come, first-served basis.

      Managed Service Support requests (for example, changes to rules, automation, feed configuration, or channel requirements) should also be submitted via the ticketing system, unless otherwise agreed in writing. Day-to-day feed operations are expected to run primarily through configured rules and automation, with monitoring and support provided for updates, improvements, and new requirements.

8. Termination

   1. You may stop using the Services at any time, without notice and without penalty, by removing all your sources and feeds, or by telling us in writing that you wish to close your account. There is no minimum term and no notice period. Where you remove your sources and feeds yourself, fees cease from that point. Where you ask us to close your account, we will action the request on the same working day where possible, and otherwise on the next working day, and fees will cease from the date of your request. Working days are Monday to Friday. Fees accrued up to that date remain due and payable. The thirty day access period described in clause 8.4 applies equally where you close your account under this clause.
   2. Either Party may terminate this Agreement immediately by giving written notice to the other Party if the other Party commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy that breach within thirty (30) days after receiving written notice requiring it to do so.
   3. Either Party may terminate this Agreement immediately by giving written notice to the other Party if the other Party becomes insolvent, is unable to pay its debts as they fall due, enters liquidation, administration, receivership, a company voluntary arrangement or any analogous process, has an administrator, receiver or similar officer appointed over all or any material part of its assets, ceases or threatens to cease carrying on business, or is subject to any equivalent or analogous event in any jurisdiction.
   4. In addition to our right to suspend your account under the Payments and fees section, we may close your account where any undisputed invoice remains unpaid more than thirty (30) days after its due date, or where this Agreement is terminated under the provisions above. Fees accrue only while an account is active and cease on suspension or closure, but all fees accrued up to that date remain due and payable. Following closure you will retain access to your account for a period of thirty (30) days in order to review and export your configuration data, including your sources, feeds, rules and mappings. Feed output cannot be generated or downloaded during this period, as this requires an active account. After thirty days your data will be deleted or anonymised in accordance with our Privacy Policy, save where retention is required by law or for the establishment or defence of legal claims. Where you have removed your sources and feeds yourself in order to stop your plan fees, as described in clause 8.1 of these Terms and in our Billing Policy, this period does not apply to data you have already removed. Any provision of this Agreement which by its nature is intended to survive termination will continue in full force, including the confidentiality, limitation of liability, indemnity and governing law provisions.

9. Resolution of Disputes

   This Agreement and any dispute or claim arising out of or in connection with it, or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim, and each party irrevocably submits to the exclusive jurisdiction of those courts.

10. Updates

    These Terms of use may be amended as new features, technology, or legal requirements arise, so please check back from time to time. If we make a significant change, we’ll notify you and, where required, seek your consent.

    If we do update these Terms of use, you are free to decide whether to accept the updated terms or to stop using the Feedoptimise Service; your continued use of the Feedoptimise Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms of use. Except for changes made by us as described here, no other amendment or modification of these Terms of use shall be effective unless set forth in a written agreement expressly amending these Terms of use and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.