Terms of service

1. Who we are

Noddable is operated by [REGISTERED COMPANY NAME] Limited, a company registered in England and Wales under number [COMPANY NUMBER], with its registered office at [REGISTERED OFFICE LINE 1], [TOWN], [POSTCODE], United Kingdom. Our VAT registration number is [VAT REGISTRATION NUMBER]. You can reach us at support@noddable.com, and for anything about this contract at legal@noddable.com.

These terms form a contract between you and us. By creating an account you confirm you accept them. If you are accepting on behalf of a company or other organisation, you confirm you are authorised to bind it, and "you" means that organisation.

These terms incorporate our acceptable use policy, our privacy policy, our data processing agreement, our cancellation and refund policy and, on the plans where it applies, our service level agreement. Where a conflict arises, the data processing agreement prevails on matters of personal data and these terms prevail on everything else.

2. Definitions

Service

The Noddable website builder, the published websites it serves, the client gallery delivery tools, and everything we make available with them.

Your content

Everything you or anyone using your account puts into the service — photographs, video, text, files, logos, domain names, and the settings of your sites and galleries.

End client

A person you send a gallery link to. They are your client, not ours, and we have no contract with them.

Plan

The subscription tier you have chosen, as set out on our pricing page.

Working day

A day other than a Saturday, Sunday or public holiday in England.

3. Your account

1. You must be at least 18 years old to hold an account. The service is sold to businesses and to individuals working professionally; it is not intended for children and we do not knowingly provide it to anyone under 18.
2. Sign-in is by a one-time code sent to your email address. You are responsible for keeping access to that inbox secure, and for everything done through your account by anyone you have given access to.
3. You must give us accurate account and billing details and keep them up to date. If we cannot reach you at the address you have given us, notices we send there still count as given.
4. Additional seats on your plan are for named individuals. Sharing one set of sign-in details between several people is not permitted, because it makes our records of who did what meaningless.

4. The service

1. We grant you a non-exclusive, non-transferable right to use the service during your subscription, for your own business purposes and those of your clients.
2. We improve the service continuously. We may add, change or remove features. If we remove or materially reduce a feature you are relying on, we will give you at least 30 days' notice by email, and you may cancel and receive a pro-rata refund of anything you have paid for the period after the change takes effect.
3. The service is provided over the internet. We do not provide the internet connection, the device, the browser or the domain registration, and we are not responsible for those.

5. Plans, trials and fees

1. Prices are those shown on the pricing page when you subscribe. They are quoted exclusive of VAT; VAT is added at the applicable rate and shown before you confirm any payment.
2. A free trial lasts 14 days. We do not ask for card details to start one, so nothing can be charged at the end of it. If you do not subscribe, the account becomes inactive and we delete its contents in accordance with clause 14.
3. Payments are collected by Stripe. We do not receive or store your card number. By subscribing you authorise us to charge your chosen payment method for each renewal until you cancel.
4. Storage above your plan's included allowance is charged at the published add-on rate. We will always email you before any add-on charge appears on an invoice, and you may delete content or change plan instead.
5. If a payment fails we will retry and email you. If it is still unpaid 14 days later we may suspend the account under clause 13. We do not charge a late fee, but we reserve our statutory right to interest on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998 where you are not a consumer.
6. We may change our prices. We will give you at least 30 days' notice by email before a change applies to you, it will never take effect part-way through a period you have already paid for, and you may cancel before it takes effect.

6. Renewal and cancellation

1. Subscriptions renew automatically — monthly plans every month, annual plans every year — until cancelled. There is no minimum term beyond the current period.
2. We will email you a reminder before each renewal: at least 7 days before a monthly renewal and at least 30 days before an annual one, stating the amount and the date.
3. You may cancel at any time from your account settings, in a single step, without contacting us and without giving a reason. Cancelling stops the next payment; your subscription continues until the end of the period you have paid for.
4. Refunds, including the statutory cooling-off period, are dealt with in the cancellation and refund policy, which forms part of these terms.

7. Your content

1. You own your content. Nothing in these terms transfers any copyright or other intellectual property in your photographs, video, writing or design to us, and we do not acquire any interest in it.
2. We will not use your content to train machine learning models, sell it, license it to anyone, or use it in our own marketing. If we ever want to feature your site as an example, we will ask you first and you are free to say no.
3. You are responsible for having the rights you need in what you upload — including the consent of people who appear in photographs where consent is required, and any model or property releases.
4. You are responsible for keeping your own copies. The service is not a backup service. We take operational backups to protect against our own failures, but we do not guarantee that a file you delete can be recovered.

8. The licence you give us

To operate the service we need a limited permission to handle your content. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, resize, encode, watermark and display your content solely in order to:

1. show it on the websites you publish, to the public, as you have configured;
2. show it to the end clients you have sent a gallery link to;
3. make the technical copies needed to serve it — thumbnails, previews, cached copies; and
4. keep the backups and version snapshots the service offers you.

That is the whole of it. The licence lasts only as long as we hold the content, and ends when the content is deleted. It is sub-licensable only to the infrastructure providers listed as our sub-processors, and only so that they can perform the same functions on our behalf.

9. Your clients and their data

1. When personal data about your clients passes through the service — their names, notes, the photographs of them — you are the controller of that data and we are your processor. The terms on which we process it are set out in our data processing agreement, which applies automatically and which you do not need to ask for.
2. Your relationship with your end clients is yours. We do not contact them, market to them, or hold an account for them. A gallery reviewer is anonymous to us.
3. You are responsible for telling your clients what you do with their data, for having a lawful basis for it, and for honouring their rights. We will help you do so, as set out in the data processing agreement.

10. Acceptable use

Your use of the service must comply with our acceptable use policy, which sets out what may not be published or done through it. Breach of that policy is a breach of these terms and may lead to content being removed or an account being suspended under clause 13.

11. Domains and third parties

1. If you connect a domain you own, you remain the registrant and remain responsible for renewing it. We configure it and obtain a certificate for it; we do not control it and cannot recover it for you if it lapses.
2. If you embed or link to a third-party service from your site, that service's terms and privacy practices are between you and them. Anything you add that sets cookies or tracks visitors is your responsibility, including any consent it requires.

12. Availability and support

1. We aim to keep the service available at all times, and on the Studio Plus plan we commit to a measured uptime target with service credits — see the service level agreement. On other plans we use reasonable efforts but give no measured guarantee.
2. We may carry out maintenance. Where it is likely to interrupt the service we will give notice in advance and schedule it outside UK business hours where we can. Emergency work to protect security or data may happen without notice.
3. Support is provided by email during the hours published on our contact page.

13. Suspension and termination

1. We may suspend your account or remove specific content if: you are in material breach of these terms or the acceptable use policy; a payment is more than 14 days overdue; we are required to by law or by a valid order; or there is a genuine and immediate risk to the security of the service or to other users.
2. Except where the law or an immediate security risk requires otherwise, we will tell you before we suspend, say why, and give you a reasonable opportunity to put it right. Where we remove content we will give you a statement of reasons and a route to challenge it — see clause 15.
3. We may end this contract by giving you 60 days' notice, refunding anything you have paid for the period after it ends. We may end it immediately if you are in material breach and have not remedied it within 14 days of being asked to.
4. You may end this contract at any time by cancelling, as set out in clause 6.

14. Getting your data out

1. You can export your content at any time while your account is active, at no charge. We do not hold data to ransom and will never charge an export fee.
2. After a subscription ends, your content is kept for 30 days so you can still retrieve it. Your published sites come down at the end of the paid period.
3. After 90 days from the end of the subscription we delete your content from live systems, and it falls out of backups within a further 35 days. If you ask us to delete it sooner, we will.

15. Illegal content, notices and complaints

1. Anyone can report content hosted on the service that they believe is illegal, or that infringes their rights, using the process on our report content page. That page is our notice-and-action mechanism.
2. If we restrict, remove or disable access to something you have published, we will give you a clear statement of reasons — what was removed, on what ground, whether the decision was automated, and how to contest it — unless the law prevents us from doing so.
3. You may challenge any such decision by replying to that statement. We will consider challenges promptly, by a person rather than by an automated process, and reinstate content where the challenge succeeds.
4. We operate a repeat infringer policy, set out in our copyright and content notice policy.

16. Our intellectual property

The service itself — the software, the templates, the designs and our name and marks — belongs to us and our licensors. You may not copy, decompile or reverse engineer it except to the extent the law says you may despite this restriction, and you may not resell or white-label access to it without our written agreement. If you send us suggestions, we may use them without obligation to you.

17. Confidentiality

Each of us may learn confidential information about the other. Neither of us will disclose it except to people who need to know it and are under a similar duty, or where the law requires it. This does not apply to information that is public through no fault of the recipient, or that the recipient already had or developed independently. This clause survives the end of the contract by three years.

18. Warranties and disclaimers

1. We warrant that we will provide the service with reasonable skill and care, in accordance with these terms and with applicable law.
2. We do not warrant that the service will be uninterrupted or error-free, that it will meet a requirement we have not agreed in writing, or that any particular search ranking, traffic or commercial result will follow from using it.
3. Watermarking is a deterrent, not a security control. Watermarks on gallery proofs are drawn in the recipient's browser and a determined person can remove them. What protects unreleased work is the server refusing to serve original files until you release the gallery. We say this plainly because implying otherwise would be misleading.
4. Except as expressly set out in these terms, and subject to clause 21 where you are a consumer, all terms implied by statute or common law are excluded to the fullest extent permitted.

19. Liability

1. Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.
2. Subject to clause 19.1, neither of us is liable for loss of profit, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss.
3. Subject to clause 19.1, our total liability arising out of this contract in any 12-month period is limited to the greater of the total fees you paid us in the 12 months before the claim arose and £500.
4. You are responsible for keeping your own copies of your content, and our liability for its loss or corruption is limited accordingly.
5. This clause does not apply to a consumer; see clause 21.

20. Indemnity

If you are not a consumer, you will indemnify us against claims, losses and reasonable costs arising from your content or your use of the service in breach of these terms or the acceptable use policy — including a claim that your content infringes someone's rights. We will tell you promptly about any such claim, let you conduct the defence if you wish, and not settle it without your agreement.

21. If you are a consumer

If you are buying wholly or mainly outside your trade, business, craft or profession, you have rights that these terms cannot reduce:

1. Your statutory rights under the Consumer Rights Act 2015 — that digital content and services be of satisfactory quality, fit for purpose and as described — are unaffected by anything above.
2. You have 14 days from entering the contract to cancel for a full refund, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. See the cancellation and refund policy, which explains how, and explains the one situation in which asking us to start immediately reduces that right.
3. The limits in clauses 19.2 and 19.3 do not apply to you. Our liability to a consumer is limited only to the extent the law allows, and we remain liable for loss that was a foreseeable result of our breach.
4. You may bring proceedings in the courts of the part of the United Kingdom in which you live.

22. Changes to these terms

We may change these terms. If a change is to your disadvantage in any material way, we will email you at least 30 days before it takes effect, and you may cancel before then without penalty and with a pro-rata refund. Changes that are neutral or in your favour — clarifications, new features, corrections — take effect when published. Every version is dated and we keep the previous ones; ask us for one at any time.

23. General

1. Notices. We will send notices to the email address on your account. You should send notices to legal@noddable.com.
2. Assignment. You may not transfer this contract without our consent, not to be unreasonably withheld. We may transfer it to a company that acquires our business, and will tell you if we do.
3. Subcontracting. We use the infrastructure providers listed as our sub-processors and remain responsible for what they do on our behalf.
4. Force majeure. Neither of us is liable for a failure caused by something genuinely beyond our reasonable control, for as long as it lasts.
5. Third parties. Nobody other than you and us may enforce this contract under the Contracts (Rights of Third Parties) Act 1999.
6. Severance and waiver. If any clause is unenforceable the rest continues. Failing to enforce something is not a waiver of it.
7. Entire agreement. These terms and the documents they incorporate are the whole agreement between us about the service, and replace anything said beforehand — except that nothing excludes liability for fraudulent misrepresentation.

24. Governing law and jurisdiction

This contract and any dispute arising from it are governed by the laws of England and Wales, and are subject to the exclusive jurisdiction of the courts of England and Wales — except that a consumer keeps the rights described in clause 21.4.

If something goes wrong, please tell us first at legal@noddable.com. We will acknowledge a complaint within two working days and aim to resolve it within fifteen. We do not currently subscribe to an alternative dispute resolution scheme, and if we cannot resolve a complaint between us you are free to take it further.