Terms & Conditions

Effective Date: 25 November 2024

Last Updated: 6 October 2026

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and IT Nest Limited, a company registered in Hong Kong ("we," "us," "our," or "Company").

Registered Address: Office 3906, 39/F, The Center, 99 Queen's Road Central, Central, Hong Kong
Business Registration No. (BRN): 77297048
Contact Email: contact@itnest.agency
UK correspondence address: 66 Paul Street, London, EC2A 4NA, United Kingdom
EU Representative: Prighter Group GmbH – https://app.prighter.com/portal/15136688062

By accessing our website, subscribing to our services, or making a payment, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

1. Acceptance of Terms

By using our services, you represent that:

• You are at least 18 years of age
• You have the legal capacity to enter into a binding contract
• You are authorised to bind your business entity (if applicable)
• All information you provide is accurate and complete

If you do not agree to these Terms, you must immediately discontinue use of our services.

2. Definitions

• Service(s): The subscription-based products and services provided by IT Nest Limited, including: (a) IT Nest Agency – online reputation management, website development and maintenance, SEO optimisation, Google Maps optimisation, review monitoring and dispute handling across third-party platforms, CRM solutions, marketing services, and technical support; (b) TocoRate – competitor price monitoring, pricing intelligence reports, and rate parity tracking for hotels and short-term rentals; and (c) other products launched by IT Nest Limited from time to time
• Subscription: Recurring payment arrangement (monthly or annual) granting access to selected Service plan
• Agreement: The binding contract formed between Customer and Company upon payment confirmation
• Deliverables: Websites, designs, code, content, marketing materials, and other work products created by the Company as part of the Service
• Customer Data: All data, content, materials, and information provided by Customer
• Licence: A limited, non-exclusive, non-transferable, revocable right to use the Deliverables for the duration of an active Subscription, as further described in Section 7
• Qualifying Client: A Customer who has maintained an active, continuous Subscription for a minimum of seven (7) consecutive months

3. Service Description

IT Nest provides subscription-based IT and digital marketing services for businesses across multiple sectors, including restaurants, hospitality (hotels, villas, short-term rentals), and small to medium enterprises. Services are provided on a continuing basis according to the selected subscription plan. Specific features and deliverables vary by product and plan and are described on the relevant product website at the time of subscription.

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time. We will provide at least 30 days' notice of significant changes that materially affect the Service you are receiving. If such changes are detrimental to you, you may cancel your subscription without penalty.

4. Your Right to Cancel (Cooling-Off Period)

4.1 Right of Withdrawal for EEA and UK Customers

If you are a consumer located in the European Economic Area (EEA) or the United Kingdom, you have the right to cancel your subscription within 14 days of the date on which the contract is concluded (the date of your first payment), without giving any reason.

To exercise this right, you must inform us of your decision to cancel by sending a clear statement to contact@itnest.agency before the 14-day period expires. You may use the following wording: "I hereby give notice that I cancel my subscription to [plan name], ordered on [date]."

If you cancel within the 14-day cooling-off period, we will reimburse all payments received from you without undue delay and in any event no later than 14 days from the day on which we are informed of your decision to cancel. The reimbursement will be made using the same payment method you used for the initial transaction.

4.2 Loss of Right of Withdrawal

If you have expressly requested that we begin providing services during the cooling-off period and you acknowledge that you will lose your right of withdrawal once the services have been fully performed, the right of withdrawal shall cease once the services have been fully performed. If you cancel after services have partially been performed, you will be required to pay an amount proportionate to the services provided up to the point of cancellation.

4.3 Business Customers

If you are subscribing in your capacity as a business (not a consumer), the 14-day cooling-off period does not apply. You may cancel your subscription as set out in Section 7.

5. Subscription and Payment Terms

5.1 Payment Authorisation

By subscribing, you authorise IT Nest and our payment processor Stripe to charge your designated payment method on a recurring basis according to your selected billing cycle (monthly or annual) until you cancel your subscription.

5.2 Payment Processing

All payments are processed through Stripe. Your payment information is transmitted directly to Stripe and is subject to their terms and privacy policy. We do not store complete credit card numbers on our servers. Payments may be processed internationally as required by Stripe.

5.3 Pricing

Subscription prices are stated in the currency displayed at the time of subscription and are subject to change. We will notify you of price changes at least 30 days in advance. If you do not agree to the new pricing, you may cancel your subscription before the new price takes effect.

5.4 Billing Cycle

Subscriptions are billed in advance on a recurring basis (monthly or annually). You will be charged on the same day each billing period. If the billing date falls on a day that does not exist in a given month, billing will occur on the last day of that month.

5.5 Failed Payments

If payment fails, we will attempt to charge your payment method up to three times over a 7-day period. If payment remains unsuccessful, your subscription and access to services may be suspended or terminated. You remain responsible for any unpaid amounts.

5.6 Taxes

All prices are exclusive of applicable taxes, duties, or fees unless otherwise stated. You are responsible for all taxes associated with your subscription. If we are required to collect taxes, they will be added to your invoice.

5.7 No Ownership Through Payment

Payment of subscription fees grants a Licence to use the Deliverables, not ownership of them. Paying for one or more months of service does not entitle the Customer to take ownership of, copy, reproduce, modify, reverse engineer, or redistribute any Deliverables. The Customer acknowledges that Deliverables are provided as a service and are accessed through the Company's infrastructure for the duration of the active Subscription only.

6. Right to Refuse Service

6.1 Company's Right to Refuse

The Company reserves the right, at its sole discretion, to refuse to provide, or to discontinue providing, Services to any Customer at any time and for any reason, including but not limited to:

• The Customer's project requirements fall outside the Company's capabilities or expertise
• The Customer's conduct is abusive, threatening, or unreasonable
• The Company determines that it cannot deliver the Services to the required standard
• Continued provision of Services would expose the Company to legal, reputational, or operational risk

6.2 Refund Upon Refusal

Where the Company exercises its right to refuse or discontinue Services under Section 6.1, the Company will issue a refund for any prepaid fees attributable to Services not yet delivered or rendered. Refunds will be processed within fourteen (14) calendar days of the decision to refuse or discontinue Services, using the original payment method where possible. Any Services or Deliverables already provided up to the date of refusal shall be deemed fully earned and non-refundable.

6.3 Effect on Deliverables

Upon refusal or discontinuation of Services under this Section, the Customer's Licence to use any Deliverables shall terminate immediately. The Company shall have no obligation to transfer, export, or make available any Deliverables, source code, or hosting access to the Customer following such termination.

6.4 Statutory Rights

Nothing in this Section 6 affects or limits any statutory rights you may have under applicable consumer protection legislation, including the UK Consumer Rights Act 2015 or EU consumer protection directives.

7. Cancellation and Refunds

7.1 Cancellation by Customer

You may cancel your subscription at any time by emailing us at contact@itnest.agency or by messaging us on any of the channels listed on our website. Cancellation will take effect at the end of your current billing period. You will retain access to services until the end of the paid period.

7.2 Refund Policy

All subscription payments are non-refundable except:

• Where you exercise your right of withdrawal under Section 4
• Where the Company exercises its right to refuse service under Section 6
• Where required by applicable law, including the UK Consumer Rights Act 2015

If you cancel your subscription, you will retain access to services until the end of your current billing period, but no refund will be issued for the remaining time. Work already performed is non-refundable under any circumstances.

7.3 Cancellation by Company

We reserve the right to suspend or terminate your subscription immediately if:

• You violate these Terms
• Your payment method fails repeatedly
• You engage in fraudulent activity
• Your use of Service causes harm to our systems or other users
• We are required to do so by law

In case of termination for cause, no refund will be provided for the period during which the violation occurred.

7.4 Effect of Cancellation or Termination on Deliverables

Upon cancellation or termination of a Subscription for any reason:

• The Customer's Licence to use all Deliverables shall terminate at the end of the paid billing period
• Access to Deliverables hosted on the Company's infrastructure will be suspended within fourteen (14) days following the end of the paid period
• The Company has no obligation to transfer, export, migrate, or provide copies of any Deliverables, source code, databases, or hosting configurations to the Customer, except as provided in Section 9 (Product Transfer)
• The Company may, at its sole discretion, retain copies of Deliverables for archival, legal, or portfolio purposes

7.5 Statutory Rights

Nothing in this Section 7 affects or limits any statutory rights you may have under applicable consumer protection legislation.

8. Intellectual Property Rights

8.1 Ownership of Deliverables

All Deliverables, including but not limited to websites, web applications, designs, source code, compiled code, databases, configurations, and content created by the Company, remain the exclusive intellectual property of IT Nest at all times. Payment of subscription fees does not transfer, assign, or convey any ownership rights in the Deliverables to the Customer. The Customer acknowledges and agrees that all Deliverables are works created by the Company and that the Company retains all rights, title, and interest therein.

8.2 Licence to Use Deliverables

Subject to the Customer's active Subscription and full payment of all applicable fees, the Company grants the Customer a limited, non-exclusive, non-transferable, revocable Licence to use the Deliverables solely for the Customer's own business purposes. This Licence:

• Is valid only for the duration of the Customer's active Subscription
• Does not permit sublicensing, resale, redistribution, or transfer to any third party
• Does not grant any right to access, download, copy, or modify the underlying source code
• Terminates automatically upon cancellation, termination, or expiry of the Subscription
• May be revoked by the Company in the event of breach of these Terms or non-payment

8.3 Hosting and Access Model

All Deliverables are hosted on the Company's infrastructure or on infrastructure managed and controlled by the Company. The Customer accesses and uses Deliverables exclusively through the Company's platform as a service. The Customer does not receive:

• Source code or compiled code files
• Direct server, FTP, SSH, or hosting panel access
• Database exports or backups
• Any files, assets, or configurations stored on the Company's infrastructure

The Company is solely responsible for hosting, maintenance, security, and updates of Deliverables during the active Subscription period.

8.4 Customer Data and Content

The Customer retains all ownership rights in Customer Data provided to the Company, including text, images, logos, branding materials, and business information. Upon request, the Company will make reasonable efforts to return or export Customer Data in a commonly used format within thirty (30) days of a written request, subject to technical feasibility. Where Customer Data includes personal data that the Company processes on the Customer's behalf (guest feedback on hosted pages, patient contact details for a clinic's online booking, lists of past guests for a hotel's mailings), the Company processes it only on the Customer's documented instructions as the Customer's processor under Article 28 GDPR, keeps it confidential, and deletes or returns it at the end of the Subscription; the details are in Section 3.6 of our Privacy Policy.

8.5 Company Property

Our proprietary systems, tools, methodologies, templates, frameworks, reusable components, and pre-existing code remain our exclusive property at all times and under all circumstances.

8.6 Third-Party Components

Deliverables may include third-party components (plugins, libraries, fonts, images) subject to their own licences. You are responsible for compliance with third-party licence terms.

8.7 Company Branding

Unless otherwise agreed in writing, we reserve the right to include a small attribution or link ("Powered by IT Nest" or similar) in Deliverables. This can be removed upon request for an additional fee.

8.8 Restrictions

The Customer shall not, and shall not permit any third party to:

• Copy, reproduce, distribute, or create derivative works from the Deliverables
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Deliverables
• Remove, alter, or obscure any copyright, trademark, or proprietary notices
• Use the Deliverables for any purpose other than the Customer's own business operations
• Attempt to gain unauthorised access to the Company's servers, systems, or infrastructure
• Claim ownership of, or file any intellectual property registration in respect of, any Deliverables

9. Product Transfer

9.0 Scope

This Section 9 (Product Transfer) applies only to Services that involve custom Deliverables created specifically for the Customer (such as websites, code, and designs – typically provided under IT Nest Agency). It does not apply to SaaS products such as TocoRate, for which no custom Deliverables exist to transfer; such products consist of ongoing data access and reports delivered through the Company's infrastructure.

9.1 Eligibility

A Customer who qualifies as a Qualifying Client (having maintained an active, continuous Subscription for a minimum of seven (7) consecutive months) may request a transfer of certain Deliverables to their own hosting infrastructure, subject to the conditions set out in this Section 9.

9.2 Transfer Request Process

To request a Product Transfer, the Qualifying Client must:

• Submit a written request to contact@itnest.agency stating their intention to receive a transfer of Deliverables
• Provide such written notice at least thirty (30) calendar days prior to the requested transfer date
• Specify which Deliverables the Customer wishes to have transferred

9.3 Conditions of Transfer

Any Product Transfer under this Section is subject to all of the following conditions:

• Mutual Agreement: Transfer is not automatic and is subject to the Company's approval at its sole discretion
• Infrastructure Preparation: The Customer is solely responsible for procuring, configuring, and maintaining all hosting infrastructure
• Customer's Expense: All costs associated with the transfer shall be borne entirely by the Customer
• Active Subscription: The Customer's Subscription must remain active and fully paid throughout the transfer process
• Outstanding Payments: There must be no outstanding or overdue payments at the time of the transfer request

9.4 Scope of Transfer

A Product Transfer may include the custom-developed code, designs, and configurations created specifically for the Customer. A Product Transfer does not include:

• The Company's proprietary systems, tools, frameworks, templates, or reusable components
• Third-party software, plugins, or licences (the Customer must obtain their own licences)
• Ongoing support, maintenance, updates, or security patches
• Any hosting, server management, or technical administration services

9.5 Post-Transfer Obligations

Upon completed transfer:

• The Customer assumes full and sole responsibility for the operation, maintenance, security, updates, backups, and hosting of the transferred Deliverables
• The Company's obligation to provide support, maintenance, updates, hosting, or any ongoing services ceases immediately
• The Company provides no warranties regarding the continued functionality, compatibility, or performance of transferred Deliverables in the Customer's environment
• The Company shall not be liable for any loss, damage, downtime, data loss, or security breach arising from the Customer's hosting or modification of the transferred Deliverables

9.6 Company's Retained Rights

Even after a Product Transfer, the Company retains the right to use anonymised elements, frameworks, methodologies, techniques, and general know-how derived from the project, reference the project in portfolio and marketing materials (unless otherwise agreed in writing), and retain copies for archival and legal purposes.

9.7 No Transfer for Non-Qualifying Clients

Customers who do not meet the Qualifying Client criteria are not entitled to request or receive a Product Transfer.

10. Customer Obligations

You agree to:

• Provide accurate, complete, and timely information and materials
• Maintain a valid payment method
• Respond to our communications in a reasonable timeframe
• Use services only for lawful purposes
• Not attempt to reverse engineer, decompile, or hack our systems
• Not resell or redistribute our services without authorisation
• Maintain security of your account credentials
• Comply with all applicable laws and regulations
• Not claim ownership of Deliverables or file any intellectual property registrations in respect of them

11. Service Level and Support

11.1 Service Availability

We strive to maintain high uptime for websites we host. However, we do not guarantee uninterrupted or error-free service. In the event of significant service disruption lasting more than 72 consecutive hours, you may be entitled to a pro-rata service credit for the affected period.

11.2 Scheduled Maintenance

We may perform scheduled maintenance that temporarily affects service availability. We will provide advance notice when possible.

11.3 Support

Support is provided via email, chat, or phone according to your subscription plan. Response times vary by plan level. We strive to respond within the timeframes specified for your plan, but response times are targets, not guarantees.

11.4 Scope of Service

Services are provided according to plan specifications. Requests outside your plan scope may incur additional fees. We reserve the right to refuse service requests that are unreasonable, excessive, or outside our capabilities.

11.5 TocoRate Pricing Data Disclaimers

The following disclaimers apply specifically to our TocoRate product:

• Pricing data is collected from public sources (such as online travel agency aggregators) and is subject to the availability and accuracy of those sources at the time of collection.
• We do not guarantee that competitor prices are identical to those shown to end customers, as such prices may vary depending on region, currency, device, and account status.
• Reports are provided as decision-support information only and do not constitute pricing or revenue management advice. The Customer remains solely responsible for its own pricing decisions.
• The Customer is responsible for ensuring that its use of the monitoring service complies with applicable laws and the terms of service of the relevant platforms.

11.6 Free Tools and Hosted Review Pages

The free tools on our website (the Google review QR code and page builder, the QR menu maker and the Google review removal checker) and the hosted guest review pages and menus at qr.itnest.agency are provided free of charge, "as is", and may be changed, limited or withdrawn at any time. The following applies to them:

• The free tools are limited to one hosted page per email address, one menu per email address and one removal check per email address each week. The removal checker reads the fifty lowest-rated reviews of the profile you link; a check of every review is available on request as part of the free audit.
• A free menu is published once and cannot be changed afterwards; changes after publishing are something we do for clients. The line at the foot of a free page saying it was made by IT Nest cannot be removed.
• The removal checker is an automated first pass against Google's published review policy. It is not advice, not a decision and not a promise that any review will be removed. Google alone decides whether a review is removed.
• You may only create a review page for a business you own or are authorised to represent, and you must not use a hosted page to gate, filter or discourage reviews in a way that breaks Google's policies or applicable law. Every guest is shown the link to Google whatever they wrote.
• You are responsible for the name, images and links you place on a hosted page. We may deactivate a page that infringes the rights of others, breaks the law or Google's policies, or is unused.
• Guest feedback left on a hosted page is processed on your behalf as described in Section 3.6 of our Privacy Policy, and you are responsible for handling it lawfully.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• Our total liability to you for any claims arising from or related to these Terms or the Services shall not exceed the amount you paid us in the 12 months preceding the claim
• We are not liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, business interruption, or loss of goodwill
• We are not responsible for delays or failures caused by circumstances beyond our reasonable control, including third-party service outages, internet disruptions, or force majeure events
• We are not liable for any specific outcomes or results from your use of our services, including but not limited to website traffic, search rankings, customer acquisition, or revenue

12.1 Statutory Rights

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any matter for which it would be illegal to exclude or limit liability
• Your statutory rights under the UK Consumer Rights Act 2015, EU Consumer Rights Directive 2011/83/EU, or other applicable mandatory consumer protection laws

If you are a consumer in the UK or EEA, you have legal rights in relation to services not carried out with reasonable care and skill, or where materials provided are faulty. Nothing in these Terms affects those legal rights. Advice about your legal rights is available from your local Citizens Advice, consumer protection authority, or equivalent body.

13. Disclaimer of Warranties

Except as expressly stated in these Terms and subject to your statutory rights:

• Services are provided "as is" and "as available"
• We do not guarantee that services will be uninterrupted, secure, or error-free
• We do not guarantee any specific results, outcomes, rankings, traffic, leads, or revenue from use of our services

Our reputation management services work exclusively through legitimate methods, including official platform dispute processes and organic review collection. We do not purchase, fabricate, or artificially generate reviews under any circumstances.

If you are a consumer in the UK or EEA, this Section 13 does not affect your statutory rights. Under the UK Consumer Rights Act 2015, services must be performed with reasonable care and skill.

14. Indemnification

If you are a business customer, you agree to indemnify, defend, and hold harmless IT Nest, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from your use of our services, your violation of these Terms, your violation of any third-party rights, content or materials you provide to us, or your business activities. This indemnification clause does not apply to individual consumers in the UK or EEA to the extent prohibited by applicable law.

15. Third-Party Services

We use third-party services to operate our business, including:

• Stripe: Payment processing
• Google Analytics, Google Ads conversion tracking and PostHog: Website analytics and advertising measurement
• Resend: Transactional email
• Telegram: Internal notification of enquiries
• DataForSEO: Pricing data collection (TocoRate) and public Google review collection (removal checker)
• Apify: Data scraping (TocoRate)
• Anthropic API: AI analysis (TocoRate, removal checker, menu transcription)
• DeepL: Menu translation
• Cloudflare: Hosting, database and file storage
• Other service providers for hosting, CRM, support, and operations

For details on how your data is shared with these providers, please see our Privacy Policy. We are not responsible for third-party practices or policies.

16. Confidentiality

16.1 Our Commitment

We will maintain the confidentiality of your proprietary business information and will not disclose it to third parties except as required to provide services, to our service providers bound by confidentiality obligations, as required by law, or with your consent.

16.2 Exceptions

Confidentiality obligations do not apply to information that is publicly available through no fault of ours, was known to us before disclosure by you, is independently developed by us, or is received from a third party without confidentiality restrictions.

17. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide at least 30 days' notice of material changes by posting updated Terms on our website and sending email notification to your registered email address. If you do not agree to modified Terms, you may cancel your subscription before the changes take effect without penalty. Continued use of services after the effective date of changes constitutes acceptance.

18. Complaints and Dispute Resolution

18.1 Complaints Procedure

If you are dissatisfied with our services, please contact us at contact@itnest.agency. We will acknowledge your complaint within 5 working days and aim to resolve it within 30 days. If we are unable to resolve your complaint to your satisfaction, we will inform you of your options for further action.

18.2 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us and attempt to resolve the issue informally for a period of at least 30 days.

18.3 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Hong Kong SAR.

However, if you are a consumer located in the United Kingdom, nothing in these Terms shall deprive you of the protection afforded by the mandatory provisions of UK law, including the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. You may bring proceedings in the courts of England and Wales (or Scotland or Northern Ireland if you live there).

If you are a consumer located in the European Economic Area, nothing in these Terms shall deprive you of the protection afforded by the mandatory provisions of the law of your country of habitual residence under EU Regulation 593/2008 (Rome I). You may bring proceedings in the courts of your country of habitual residence.

18.4 Arbitration (Business Customers Only)

If you are subscribing as a business (not a consumer), any dispute arising from these Terms or our services that cannot be resolved informally shall be resolved through binding arbitration conducted by a mutually agreed arbitration service, administered under Hong Kong International Arbitration Centre (HKIAC) rules. This arbitration clause does not apply to individual consumers in the UK or EEA.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and IT Nest regarding the services and supersede all prior agreements.

19.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect.

19.3 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of such right or provision.

19.4 Assignment

You may not assign or transfer these Terms or your subscription without our written consent. We may assign these Terms without restriction, provided that such assignment does not reduce your rights under these Terms.

19.5 Force Majeure

We are not liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including acts of God, war, terrorism, pandemics, government actions, internet failures, or third-party service disruptions.

19.6 Survival

Provisions that by their nature should survive termination (including intellectual property rights, payment obligations, limitations of liability, indemnification, Product Transfer restrictions, and dispute resolution) will survive termination of these Terms.

20. Contact Information

For questions, concerns, or notices regarding these Terms, contact us at:

Email: contact@itnest.agency
Company: IT Nest Limited
Address: Office 3906, 39/F, The Center, 99 Queen's Road Central, Central, Hong Kong
UK correspondence address: 66 Paul Street, London, EC2A 4NA, United Kingdom
EU Representative: Prighter Group GmbH – https://app.prighter.com/portal/15136688062