TERMS OF SERVICE
‍Last updated: [INSERT DATE]

‍1. About us
Nannoux Ltd (“Nannoux”, “we”, “our”, “us”) is a company registered in England & Wales (No. [12345678]).
Registered office: [Full address].
Email: support@nannoux.com | Tel: +44 (0) [phone].

2. Acceptance of these Terms
By accessing www.nannoux.com (the “Site”) or using any Nannoux product, software or professional service (collectively, the “Services”), you agree to be bound by: these Terms of Service (“Terms”);our Privacy Policy and Cookie Policy; and(where applicable) any Master Service Agreement (“MSA”), Statement of Work (“SoW”) or Order Form we both sign.
If you do not accept these Terms, please stop using the Site and Services.

3. Other documents that may apply
Depending on which Services you use, additional terms may govern your relationship with us, including: a signed MSA or SoW; a Subscription Order Form (for SaaS plans);a Data-Processing Agreement (where required under UK GDPR).Where a conflict exists, the more specific document prevails.

4. Changes to these Terms
We may update these Terms to reflect changes in law or our Services. The new version will be posted here and the “Last updated” date amended. If we make material changes, we will give at least 14 days’ notice by email or prominent banner. Continued use after that date constitutes acceptance of the revised Terms.

5. Data sovereignty & privacy
UK-hosted backbone: Our primary databases, orchestration layer, monitoring and backups are located in the United Kingdom.
UK-first commitment—no absolute guarantee: We endeavour to process Client Data within the UK wherever commercially and technically feasible. Certain optional features—such as customer-selected SaaS connectors, cloud AI models or third-party APIs—may involve processing outside the UK. We do not warrant that all processing will remain within UK borders.

‍Customer responsibility for service choices
You, as Data Controller, are solely responsible for:selecting and enabling any non-UK services or integrations;understanding the data-transfer implications of those choices; andensuring you have a lawful basis (and, where required, an appropriate transfer mechanism) for any personal-data flows outside the UK.
By activating or requesting such services you instruct and authorise Nannoux to process Client Data in the relevant locations.

‍Our processor obligations
When acting as Data Processor we will: process Client Data only on your documented instructions; implement appropriate technical and organisational measures (ISO-27001-aligned) to protect Client Data; and assist you, at your cost, with reasonable UK GDPR compliance requests (e.g. data-subject rights).

‍Sub-processors & location transparency
We keep an up-to-date list of sub-processors and their primary data-centre regions at https://www.nannoux.com/sub-processors. You are responsible for reviewing that list to verify location suitability.

‍Retention & deletion
On written request—or 30 days after termination—we will provide you with an export of Client Data and then securely delete any remaining copies unless UK law requires longer retention.

6. Eligibility & Account Security
You must be 18 years or older (or the age of majority in your jurisdiction).
If you act on behalf of a company, you confirm you have authority to bind that company.
You must provide accurate account information, keep credentials confidential and notify us promptly of any unauthorised use. You are responsible for all activity under your account.

7. Permitted use
You may use the Services only for lawful purposes. You must not:
copy, modify, reverse-engineer or create derivative works of any platform code;
introduce malware or other harmful code;
attempt unauthorised access to the Site, Services or related systems;
use the Services to build a competing product;
rely on Clara AI content as a substitute for professional or clinical advice.

8. Intellectual property
Our IP. All content, software and trade marks on the Site are owned by or licensed to Nannoux. We grant you a revocable, non-exclusive, non-transferable licence to access and use them for your internal business purposes only.
Your IP. You retain ownership of all data or content you upload (“Client Data”). You grant us a limited licence to host, process and transmit that data solely to deliver the Services.

9. Service availability
We aim for at least 99.5 % monthly uptime for paid SaaS plans but do not guarantee uninterrupted access. Planned maintenance will be scheduled outside UK business hours where practicable.

10. Fees & payment
Prices are in GBP and exclude VAT unless stated.
Invoices are due 7 days from date of issue unless agreed otherwise.
Late payments accrue interest at 5 % per annum above the Bank of England base rate plus a £50 administration fee per calendar day overdue.
We may suspend Services for non-payment and recover reasonable debt-collection costs.

11. Cancelling a subscription
Business customers. Either party may cancel for convenience with 30 days’ written notice after any agreed minimum term.
Consumers (UK only). You have a 14-day cooling-off period under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 unless you request immediate performance of the Services and acknowledge loss of the right to cancel.
On termination, all outstanding fees become immediately payable. We will provide a data export on request; 30 days after termination we may delete remaining Client Data unless UK law requires longer retention.

12. Warranties & disclaimers
The Site and Services are provided “as is” and “as available”.
‍We use reasonable skill and care but do not guarantee that the Services will meet every specific requirement, be error-free or continuously available.
All implied warranties (fitness for purpose, non-infringement, etc.) are excluded to the fullest extent permitted by law.
Clara AI content is informational only and not professional, medical or regulatory advice.

13. Liability
Unlimited liability – Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be limited by law.
Business customers – Subject to clause 13.1, Nannoux’s total aggregate liability for all claims in any 12-month period is limited to the total fees you paid us in that period. We are not liable for indirect or consequential loss, loss of profit, business interruption or data loss.
Consumers – We are responsible for foreseeable loss you suffer caused by our breach of these Terms, but not for loss that was not foreseeable, loss that was not caused by our breach, or business losses.

14. Indemnity (business users)
You agree to indemnify and hold harmless Nannoux, its directors, employees and agents from any claims, damages or expenses arising out of (a) your use of the Services in breach of these Terms or (b) your infringement of any third-party rights, except to the extent we are at fault.

15. Data protection & cookies
We process personal data in accordance with the UK GDPR and the Data Protection Act 2018. For details of what we collect, why we collect it and your rights, please see our Privacy Policy and Cookie Policy.

16. Third-party links & resources
The Site may contain links to external websites or resources provided by third parties. These links are for information only; we have no control over the content of those sites and accept no responsibility for them.

17. Viruses & security
We do not guarantee the Site will be secure or free from bugs or viruses. You should use your own virus-protection software and must not misuse the Site by knowingly introducing harmful material.

18. Governing law & jurisdiction
These Terms (and any non-contractual disputes or claims) are governed by the law of England & Wales. The courts of England & Wales have exclusive jurisdiction, except that consumers resident in Scotland or Northern Ireland may also bring proceedings in their home courts.

19. General
Entire agreement – These Terms constitute the entire agreement between you and Nannoux regarding the Site and Services.
Severability – If any provision of these Terms is held invalid, the remaining provisions continue in full force.
No waiver – Failure to enforce any right or provision is not a waiver of that right or provision.
Assignment – You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights to a successor in connection with a merger, acquisition or sale of assets.

20. Contact us
For questions about these Terms, email legal@nannoux.com or write to Nannoux Ltd, [Full address].