Terms of Service

Effective date: 21 May 2026
Last updated: 21 May 2026

About this document. These Terms govern your use of NEXGEN COMMERCE's services, including AIOS, GrowthEngine, BuildPro, and SiteSpeed. By using any of our services, you agree to these Terms. Please read them carefully.

1. Who we are

NEXGEN COMMERCE ("we", "us", "our") is operated by NEXGEN COMMERCE GROUP LTD, Companies House number 10914621, a company registered in England and Wales.

  • Registered office: Unit A 82 James Carter Road, Mildenhall, Suffolk, England, IP28 7DE
  • Contact email: andrew@wearengc.com
  • Website: https://wearengc.com

If you have any questions about these Terms, contact us at andrew@wearengc.com before using our services.

2. The services we provide

We provide commerce-engineering services to Shopify merchants. As of the date of these Terms, we offer:

  • AIOS — an AI-driven Shopify operations platform sold as a monthly subscription in three tiers: AIOS Core, AIOS Studio, and AIOS Suite. Each tier provides a defined scope of AI-generated theme work, reviewed by a senior NEXGEN developer before deployment to your live store.
  • GrowthEngine — a senior-developer retainer service billed by included hours per month, in Starter / Accelerate / Scale tiers.
  • BuildPro — project-based custom development engagements, quoted and contracted separately.
  • SiteSpeed — Shopify storefront performance optimisation services.
  • Growth Support — a bolt-on for clients who need Shopify administrative work (product description updates, merchandising, campaign setup, etc.).

We may add, remove, or modify services from time to time. Material changes will be notified to active subscribers at least 30 days before they take effect.

3. Your account

To use AIOS, you must:

  • Be at least 18 years old (or the legal age of majority in your jurisdiction)
  • Be authorised to enter into contracts on behalf of your business
  • Provide accurate and complete information during signup
  • Maintain the security of your account credentials
  • Promptly notify us if you suspect any unauthorised use of your account

You are responsible for all activity on your account, including by your employees, contractors, or agents.

4. AIOS subscriptions

4.1 Billing

  • AIOS is billed upfront in one of three intervals: monthly, 3-month, or 6-month.
  • 3-month and 6-month intervals include locked-in discounts (10% and 15% respectively) reflected in the Price you see at Checkout.
  • All subscriptions renew automatically at the end of each billing period at the same cadence and discount, until cancelled.
  • Subscriptions are billed via Stripe. Card payment is the default; we may also issue invoices for bank transfer on request (typically for AIOS Suite clients).
  • Prices are quoted in GBP. Applicable taxes are added at checkout based on your billing location. Customers in the UK and EU may be subject to reverse-charge VAT under standard B2B rules.

4.2 Cancellation

  • You may cancel your subscription at any time through the Stripe Customer Portal accessible from your account.
  • Cancellation takes effect at the end of your current paid period. You retain access to AIOS until that date.
  • We do not offer pro-rata refunds for unused time within a paid period. If you cancel a 6-month subscription one month in, you retain access for the remaining 5 months but do not receive a refund for them.

4.3 Refund policy

  • 14-day money-back guarantee. If you cancel within 14 days of your first AIOS subscription payment, you may request a full refund by emailing andrew@wearengc.com. This applies to first-time subscriptions only.
  • Beyond 14 days, refunds are at our sole discretion and not guaranteed.
  • Pause requests (temporary suspension of an active subscription) are not currently supported.

4.4 Plan changes

  • You may upgrade between AIOS tiers (e.g. Core → Studio) at any time via the Stripe Customer Portal. Stripe will prorate the difference and charge it immediately; your access to the upgraded tier is effective immediately.
  • Downgrades are scheduled for the end of your current paid period and take effect at the next renewal. No refund is issued for the unused portion of the higher tier.
  • Changing your billing interval (e.g. monthly → 6-month) is treated as a plan change and follows the same proration rules.

5. AI-generated content and changes to your store

This is the most important section. Please read carefully.

5.1 What AIOS does

AIOS uses AI agents (powered by third-party large language models — see our Privacy Policy for sub-processor disclosure) to generate code changes that are committed as GitHub pull requests against your Shopify theme repository. Every change is reviewed by a senior NEXGEN developer before it is merged and deployed to your live storefront.

5.2 Your responsibility

While we review every change, you remain ultimately responsible for:

  • The content and presentation of your Shopify storefront
  • Any consequences of changes deployed via AIOS to your live store
  • Approval (whether explicit via Slack approval flows, or implicit through our standard review-and-deploy cycle) of any change you become aware of before it goes live
  • Promptly notifying us if you spot an error in a deployed change so we can correct it

We are not responsible for losses arising from changes you approved (explicitly or implicitly) or failed to flag for correction within a reasonable time.

5.3 Our liability cap on AI-generated changes

To the maximum extent permitted by law, our total liability to you for any AI-generated change deployed via AIOS — including any loss of sales, customer complaints, brand harm, regulatory action, or other consequential damages — is limited to the monthly subscription fee for the AIOS tier active at the time the change was deployed.

For example, an AIOS Core subscriber (£999/mo) cannot recover more than £999 in respect of any single change, regardless of the actual loss claimed.

5.4 What AIOS will refuse to generate

For your protection and ours, AIOS is configured to refuse certain categories of work:

  • Out-of-tier work. AIOS Core will refuse changes classified as requiring custom developer time (cart rebuilds, bundling features, Figma pixel-perfect implementation, complex third-party integrations). Studio and Suite have progressively wider scope. We will route refused requests to BuildPro for separate quotation, or invite an upgrade.
  • Legal and marketing claims. AIOS will refuse to generate copy containing unsubstantiated superlatives ("guaranteed lowest price", "world's best"), implicit financial obligations ("we'll refund the difference"), regulatory certification claims you have not substantiated to us ("GDPR compliant", "fair trade certified"), or false urgency ("only 2 left", unless inventory data confirms it).
  • Out-of-scope categories. Checkout edits, app-installed surfaces, anything affecting pricing/inventory/tax logic, and multi-page sweeping refactors are out of scope for AIOS regardless of tier. We will route these to BuildPro.

Refusals do not entitle you to a refund.

6. GrowthEngine, BuildPro, SiteSpeed, and Growth Support

These services are governed by separate engagement letters or statements of work in addition to these Terms. Where a specific engagement letter conflicts with these Terms, the engagement letter prevails for that engagement only.

7. Acceptable use

You agree not to:

  • Use our services for any unlawful purpose
  • Attempt to reverse-engineer, scrape, or systematically extract data from AIOS, our agents, or our prompts
  • Use AIOS to generate content that is illegal, infringing, defamatory, deceptive, or in violation of any third-party rights
  • Resell or sublicense AIOS to other Shopify merchants without a written commercial arrangement
  • Interfere with the security or stability of our services
  • Use our services to compete with us (e.g. using AIOS-generated output to build a competing Shopify agency platform)

We reserve the right to suspend or terminate access for any violation of the above.

8. Intellectual property

8.1 Your content

You retain all rights, title, and interest in:

  • Your Shopify storefront, theme code, products, customer data, brand assets, and any content you submit to AIOS
  • Any GitHub repositories created on your behalf by NEXGEN (e.g. nexgen-<your-slug>-theme)

When you cancel, we will export your theme repository to a destination of your choice (e.g. transfer of GitHub ownership) on request. We will retain a copy for 90 days post-cancellation to support a possible reactivation, after which we will permanently delete it.

8.2 Our platform

NEXGEN retains all rights, title, and interest in:

  • The AIOS platform, including all source code, agent prompts, safety filters, classification heuristics, and orchestration logic
  • All proprietary methodologies, playbooks, and brand voice configurations we develop
  • The "NEXGEN", "NEXGEN COMMERCE", and "AIOS" names and trade marks

You receive a non-exclusive, non-transferable, revocable licence to use AIOS for the duration of your paid subscription, solely for the purpose of operating your Shopify store.

8.3 Feedback

If you provide us with feedback, suggestions, or improvement ideas, you agree we may use them without obligation or compensation to you.

9. Data protection and privacy

Our processing of your data is governed by our Privacy Policy, which forms part of these Terms by reference. By using our services, you confirm you have read and agreed to the Privacy Policy.

In particular, you authorise us to:

  • Access your Shopify store via the OAuth scopes you grant during install
  • Access your GitHub repository (via the NEXGEN AIOS GitHub App you install)
  • Process the content of messages you send to the AIOS bot in your Slack workspace
  • Use third-party sub-processors as listed in the Privacy Policy

10. Indemnification

You agree to indemnify and hold harmless NEXGEN COMMERCE, its officers, directors, employees, and contractors from any claim, loss, liability, or expense (including reasonable legal fees) arising from:

  • Your use of our services
  • Your violation of these Terms
  • Your violation of any third-party right, including intellectual property, privacy, or consumer protection laws
  • Content you instruct AIOS to deploy that infringes a third-party right
  • Your failure to obtain necessary substantiation for marketing claims you instruct AIOS to publish (we refuse generic claims but cannot independently verify claims you assert are substantiated)

11. Limitation of liability

To the maximum extent permitted by law:

  • Our services are provided "as is" and "as available" without warranties of any kind, except where a warranty cannot be excluded by law (in which case our liability for breach of that warranty is limited to the minimum permitted by law).
  • We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption.
  • Our total liability for any claim arising out of or relating to these Terms or our services is limited to the greater of (a) £1,000 or (b) the total fees you paid us in the 12 months immediately preceding the claim.
  • For AI-generated changes specifically, the further cap in section 5.3 applies (the monthly tier fee).
  • Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be limited under UK law.

12. Termination

12.1 By you

You may terminate your AIOS subscription at any time through the Stripe Customer Portal. Cancellation takes effect at the end of your current paid period as described in section 4.2.

12.2 By us

We may suspend or terminate your access to our services immediately if:

  • You materially breach these Terms
  • You fail to pay any fees due
  • We are required to do so by law or regulation
  • We reasonably believe your continued use poses a security or legal risk to us or other customers

We will provide reasonable notice where practical.

12.3 What happens on termination

On termination:

  • Your access to AIOS, the Slack channel, the Notion portal (if any), and other NEXGEN-managed surfaces ends at the date the termination takes effect
  • Your GitHub theme repository remains accessible for export for 90 days; after that we permanently delete our copy
  • Any unused AIOS tier capacity (review hours, included calls, etc.) is forfeited and not refundable
  • These Terms continue to apply to disputes arising from your past use

13. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. Disputes will be resolved exclusively in the courts of England and Wales, except that we reserve the right to seek injunctive relief in any court of competent jurisdiction.

14. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified to active subscribers by email at least 30 days before they take effect. Continued use of our services after a change takes effect constitutes acceptance of the updated Terms. If you do not agree to a change, you may cancel your subscription per section 4.2.

15. General

  • Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions remain in effect.
  • Waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.
  • Assignment. You may not assign your rights under these Terms without our written consent. We may assign our rights and obligations in connection with a sale, merger, or reorganisation.
  • Entire agreement. These Terms, together with our Privacy Policy and any engagement letter for non-AIOS services, constitute the entire agreement between you and us regarding our services.
  • No agency. Nothing in these Terms creates a partnership, agency, or employment relationship between us.

16. Contact

Questions about these Terms? Contact us:

NEXGEN COMMERCE GROUP LTD
Unit A 82 James Carter Road, Mildenhall, Suffolk, England, IP28 7DE
Email: andrew@wearengc.com
Web: https://wearengc.com

This is a v1 document published 21 May 2026. We expect to revise it following formal UK SaaS legal review. Any update will be notified to active subscribers at least 30 days before it takes effect, in line with section 14.