Terms of Use

Definitions:

• We use any of the terms “Feedoptimise”, “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 the term “Authorised Users” to refer to the individuals the User permits to access and use the Services under its account, such as its employees, contractors and agencies, including any actions taken on their behalf through API access or connected AI assistants using their credentials. The User is responsible for the acts and omissions of its Authorised Users as if they were its own.
• We use any of the terms “platform”, “Service” and “Services” 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 “Agreement” to refer to these Terms of Use.
• We use the term “SLA” to refer to our Service Level Agreement, which forms part of this Agreement under clause 7.
• We use the term “Service Credits” as defined in the SLA.
• We use the terms “Core Platform” and “User Changes” as defined in the SLA, to describe what the SLA covers under clause 7.2.
• We use the term “User Data” to describe any data, information or material relating to a User, the User’s account, or the User’s use of the Services that is provided to Feedoptimise by or on behalf of the User (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 User (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.
• We use the term “AI” to refer to artificial intelligence, as described in clause 2.
• We use the term “Service Providers” to refer to the affiliates and other third parties we engage under clause 3.4.
• We use the term “Managed Service Support” to refer to the managed support service described in clause 3.5.
• We use the terms “Confidential Information”, “Disclosing Party” and “Receiving Party” as defined in clause 4.1, and “Purpose” as defined in clause 4.2.
• We use the term “NDA” to refer to a separate non-disclosure agreement between the Parties, as described in clause 4.8.

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. Our Service Level Agreement and Data Processing Agreement also apply to your use of the Services. All of these documents 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, the Privacy Policy, the SLA and the Data Processing Agreement.

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 the Services 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. The Feedoptimise Service 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 the Feedoptimise Service, 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 the Feedoptimise Service 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 will indemnify us against any losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising from any third-party claim to the extent that the claim arises from (a) your Content, (b) your breach of applicable law, or (c) your misuse of the Services or of any third-party platform or account connected to the Services. We will notify you promptly in writing of any such claim, allow you to control its defence and settlement (provided that you may not settle any claim in a way that admits fault on our behalf, or imposes any obligation on us, without our prior written consent), and reasonably cooperate in the defence at your expense.

   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.

   Where your Content contains personal data, you act as the controller and we act as your processor of that personal data. Our Data Processing Agreement forms part of this Agreement and governs that processing. If there is any conflict between this Agreement and the Data Processing Agreement in relation to the processing of personal data, the Data Processing Agreement prevails.

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 AI modifiers that generate or refine product attributes, or 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 and in Annex 3 of our Data Processing Agreement.
   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 Services.
   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. You are responsible for reviewing AI-generated outputs, and any changes made by AI features at your request, before relying on or publishing them. Such changes are recorded in the change history and can be reverted in the same way as any other change to your account. We disclaim any liability for decisions made or actions taken in reliance on AI-generated outputs.
   8. We keep a record of the outputs produced by AI modifiers, whether they use your own API key or our self-hosted models, and of the fields in your feeds that use them. The AI Watermarker modifier makes this information available for any field, showing whether its value comes from an AI modifier and which one, so that you can identify AI-generated content in the way that suits each feed and channel. For example, you can populate structured attributes where a channel supports them, such as Google's structured title and structured description, or add your own custom attribute. Not every channel offers a way to identify AI-generated content. Where the AI Feed Agent sets up rules that generate content with AI, it does so through AI modifiers. Text you enter into your feeds manually, including text copied from the AI Feed Agent, is not identified as AI-generated. We do not add labels or other markings to your Content unless you configure your feeds to do so.
   9. Where AI modifiers generate or edit images, such as the OpenAI Prompt Image Editor and the Gemini Prompt Image Editor, we save each image to the storage you have configured exactly as the AI provider returned it, and we do not remove any provenance information the provider has embedded in it, such as C2PA or IPTC metadata. Further processing you choose to apply to those images, for example with the Image editor modifier, may not retain that information.
   10. You are responsible for deciding whether and how AI-generated content in your feeds is identified or disclosed, and for meeting the obligations that apply to you as the business publishing that content. These include, where they apply to you, Article 50 of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689), consumer protection law, including making sure that AI-generated or AI-edited images do not misrepresent your products, and the policies of the channels you publish to.

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, the 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 the 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 these Terms of Use and the Acceptable Use Policy.

   3. Right to modify Feedoptimise Service

      1. We may update and improve the Feedoptimise Service from time to time, including by adding, changing or retiring features, as part of our continuous deployment. We design changes to be backward compatible wherever reasonably possible, so that your existing sources, feeds, rules and mappings continue to work as configured.
      2. Where a change would materially reduce the functionality of a Paid Service you use, or would require you to change your configuration for your feeds to keep working, we will give you at least thirty (30) days notice by email or within the platform and, where practical, provide a migration path or alternative. We may make a change with shorter or no notice where this is reasonably necessary for security reasons, to comply with law, to meet the requirements of a destination channel or third-party platform, or to protect the integrity or availability of the Services. In that case we will notify you as soon as reasonably practicable.
      3. We may set reasonable limits on certain features, for example based on your plan, storage, the number of requests or transmissions, or the size of your Content, as described in our Billing Policy. Free trials include all features of the Feedoptimise Service but are limited by default to three (3) sources and three (3) feeds, and we are happy to increase these limits on request. We are not obliged to keep providing earlier versions of the platform or of any feature.
      4. If a change materially and adversely affects your use of a Paid Service, you may notify our Customer Support team and explain the impact. We will work with you in good faith to remedy it. If we cannot, you may stop using the Services at any time without penalty under clause 8.1, and we will refund any fees you have paid in advance for the period after you stop. Subject to the SLA and clause 5, we are not liable for changes made in accordance with this clause.

   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 Users. 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 User’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 our Data Processing Agreement applies.

   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, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the fees paid or payable for the affected account for the calendar month in which the event giving rise to the claim occurred. Where fees are billed for a longer period, this means the equivalent monthly amount. Any Service Credits paid or credited under the Service Level Agreement count towards this limit. 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 for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under applicable law.

   Application of consumer law - The Feedoptimise Service 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. The SLA forms part of this Agreement and applies to all Feedoptimise accounts. It sets out our platform uptime commitment, planned maintenance notice, incident response targets, support hours and channels, and the Service Credits available if we do not meet the uptime commitment.
   2. The SLA covers the availability and functionality of the Core Platform, as defined in the SLA. It does not cover User Changes, as defined in the SLA, which include changes made by you or your Authorised Users, or by AI features or connected AI assistants on your behalf, such as changes to feed configuration, rules, mappings, filters or source settings. Nor does it cover issues caused by the availability of your source systems or destination channels, or the accuracy of AI-generated outputs. Every change made in your account is recorded in the change history and can be reverted by you at any time during the retention period described in our Privacy Policy. Support requests relating to such changes are handled within our standard support workflow and are not eligible for Service Credits.
   3. Service Credits are your sole and exclusive financial remedy for any failure to meet the uptime commitment, and count towards the limitation of liability in clause 5. This does not affect your right to stop using the Services at any time under clause 8.1.
   4. If there is any conflict between these Terms of Use and the SLA, the SLA prevails in relation to service levels and Service Credits. Where you have a separate written agreement with us that expressly varies the SLA, that agreement prevails.

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 arrangements that apply after your account is closed are described in clause 8.5.
   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.
   5. However your account is closed, for thirty (30) days following closure you can review and export your configuration data, including your sources, feeds and mappings. Feed output cannot be generated or downloaded after closure, as this requires an active account. After thirty days your source and feed data will be deleted in accordance with our Data Processing Agreement, save where retention is required by law or for the establishment, exercise or defence of legal claims. Your mapping settings and the change history for your account are retained for twelve (12) months after closure, and in any event no change history entry is kept for longer than two years from the date of the change. We keep them so that, if you return, your configuration can be restored automatically when you reconnect your sources, so that changes made within your account can be audited, and so that either Party can establish, exercise or defend legal claims, as described in our Privacy Policy. 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, the thirty (30) day export period does not apply to data you have already removed, although your mapping settings and the change history are retained as described above. Closing your account does not remove the logins used to access it. After the thirty (30) day period these logins can still be used, subject to each Authorised User’s permissions, to view billing history, to view your mapping settings and change history for as long as they are retained, and to contact our support team. If a login is not used for a continuous period of three (3) years after closure, and it does not give access to any other active account, we will delete or anonymise it. You or any of your Authorised Users can also ask us to delete a login at any time, as described in our Privacy Policy. Deleting a login does not delete invoices or other billing records, which are retained as described in our Privacy Policy.
   6. 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.