1. Introduction & Definitions

1.1 About Us
The Services are provided by Nesti.io Ltd, a company registered in England and Wales, with its registered office at 45 Albemarle Street, Mayfair, 3rd Floor, London, United Kingdom, W1S 4JL (“Nesti”, “we”, “us”, or “our”).

1.2 Agreement to Terms
By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

1.3 Definitions

• “Admin User” – a person authorised by a client organisation to access and manage the Nesti platform.
  
  
  

• “End User” – a customer, buyer, tenant, or other individual who interacts with an AI agent provided via the Nesti platform without needing to register an account.
  
  
  

• “Content” – any data, documents, property information, video, audio, or other material uploaded or inputted by users.
  
  
  

• “Platform” – the Nesti application, portal, and related interfaces.
  
  
  

• “Third-Party Services” – services provided by other companies that may integrate with or be used in connection with Nesti (for example, telecommunications, hosting, AI, or CRM providers).
  
  
  

2. Eligibility & Account Registration

2.1 Eligibility
The Services are provided for business and professional use only. By accessing the Services, you confirm that you are at least 18 years of age and authorised to act on behalf of the organisation you represent.

2.2 Account Creation
Admin Users must create an account to access and manage the Platform. All information provided must be accurate, complete, and kept up to date. Nesti may refuse, suspend, or terminate accounts where information is false, misleading, or incomplete.

2.3 Account Security
You are responsible for maintaining the confidentiality of your login details and all activity carried out under your account. You must notify Nesti immediately of any unauthorised use. Nesti is not liable for losses arising from your failure to safeguard your account.

2.4 End Users
End Users may interact with AI agents without creating an account. The client organisation is solely responsible for ensuring such interactions comply with applicable laws. Nesti accepts no liability for End User use.

3. Services Provided

3.1 Description of Services
Nesti provides a platform that enables businesses to deploy and manage AI-powered video, voice, and text agents, host conversations with End Users, and integrate with certain third-party services.

3.2 Availability
We aim for high availability but do not guarantee uninterrupted operation. Services may be unavailable due to maintenance, updates, or third-party issues.

3.3 Service Limitations
The Services are provided “as is” and are not a substitute for professional advice. Nesti does not guarantee AI-generated responses will be accurate, complete, or suitable. The Services are not intended to provide legal, financial, medical, or other regulated advice.

3.4 Updates and Changes
We may update or modify the Services at any time. Some features may be provided in beta and may be withdrawn without notice.

4. User Responsibilities

4.1 Lawful Use
You must only use the Services in compliance with applicable laws.

4.2 Prohibited Uses
You must not:

• Use the Services for unlawful, harmful, or fraudulent purposes.
  
  
  

• Attempt unauthorised access or interfere with security.
  
  
  

• Reverse-engineer or copy the Platform.
  
  
  

• Upload viruses or harmful code.
  
  
  

• Use the Services in a way that damages Nesti’s reputation or infringes others’ rights.
  
  
  

4.3 Content Responsibility
You are solely responsible for Content uploaded. You confirm you have the necessary rights. Nesti is not responsible for reviewing or verifying Content.

4.4 End User Interactions
You are responsible for lawful and appropriate End User interactions. You must not use the Services for harassing, discriminatory, or unlawful communications.

4.5 Third-Party Terms
Where you connect or use your own third-party services or integrations with the Platform, you are responsible for complying with those providers’ terms. Nesti is not responsible for the acts or omissions of such client-selected third-party providers.

4.6 Suspension
Nesti may suspend or terminate access immediately if you breach these responsibilities or pose a risk to the Platform.

5. Subscriptions, Fees & Payment

5.1 Fees
Fees are as agreed in your order form, subscription plan, or pilot agreement. All fees are in GBP (£), exclusive of VAT.

5.2 Billing & Payment Terms
Fees are payable in advance of each billing period. Payments are processed through Stripe, unless otherwise agreed. By paying via Stripe, you also agree to Stripe’s terms. Late payments may result in suspension of access.

5.3 Usage-Based Charges
Usage (e.g. AI minutes, conversations) is billed at current rates or as agreed.

5.4 Changes to Fees
Nesti may change fees with 30 days’ written notice. If you do not agree, you may terminate at the end of the current billing period (subject to any fixed term).

5.5 No Refunds
Fees paid are non-refundable except where required by law.

6. Intellectual Property

6.1 Ownership
Nesti owns all rights to the Platform, software, code, algorithms, models, designs, and trademarks.

6.2 Licence
Nesti grants you a limited, non-transferable licence to use the Services for internal business purposes. You must not copy, resell, or reverse-engineer the Services.

6.3 Client Content
You retain ownership of your Content. You grant Nesti a licence to host and process it solely to provide the Services.

6.4 Feedback
Any feedback you provide may be used by Nesti without restriction.

7. Data Protection & Privacy

7.1 Both parties will comply with the UK GDPR, the Data Protection Act 2018, and other applicable privacy laws.
7.2 Clients are generally the Data Controller.
7.3 Nesti acts as Data Processor, except where it determines processing purposes (e.g. analytics).
7.4 Further details are in Nesti’s Privacy Policy and Data Processing Agreement.

8. Third-Party Services

8.1 The Services may rely on third-party providers (e.g. telecommunications, hosting, AI).
8.2 Nesti may engage approved Sub-processors to deliver the Services (see the Data Processing Agreement and Sub-processor List). Nesti remains responsible for its Sub-processors in accordance with the DPA.
8.3 Where you choose to connect or use your own third-party services or integrations (for example, CRMs, marketing platforms, or custom tools), you are solely responsible for any compliance obligations, costs, failures, or liabilities arising from those services.
8.4 Nesti is not liable for downtime, errors, or losses caused by client-selected third-party services.

9. Confidentiality

Each party will keep the other’s non-public information confidential, with standard exceptions (public info, prior knowledge, required disclosure, independent development).

10. Limitations of Liability

Nesti is not liable for loss of profits, goodwill, data, or indirect damages.
Nesti’s total liability is capped at the fees you paid in the 12 months prior to the claim.
Nesti is not liable for failures caused by client-selected third-party services.
Nothing excludes liability that cannot be limited by law.
For the avoidance of doubt, this Section does not limit Nesti’s responsibilities in respect of its appointed Sub-processors as set out in the Data Processing Agreement.

11. Indemnity

You agree to indemnify Nesti against claims, damages, and costs arising from:

• Breach of these Terms;
  
  
  

• Misuse of Services;
  
  
  

• Content you provide;
  
  
  

• Failure to comply with data protection laws;
  
  
  

• Claims from End Users or third parties.
  
  
  

12. Termination & Suspension

Fixed-term subscriptions: you must pay for the full term, even if terminated early.
Rolling monthly: either party may terminate with 30 days’ notice.
Nesti may suspend/terminate immediately for breach, non-payment, legal or security risks.
Upon termination, access ceases, fees are non-refundable, and fixed-term balances become due.
Data may be retained briefly, then deleted.

13. Changes to Terms & Service

Nesti may update Services at any time.
Fee changes require 30 days’ notice.
Terms may be updated; continued use = acceptance.

14. Governing Law & Jurisdiction

These Terms are governed by the laws of England and Wales.
Disputes are subject to the exclusive jurisdiction of the courts of England and Wales.

15. Contact Information

Nesti.io Ltd
45 Albemarle Street, Mayfair, 3rd Floor
London, United Kingdom, W1S 4JL
Email: security@nesti.io