Terms and Conditions

1. This agreement

These terms are a contract between Nerth Labs and the business that opens a NerthOne account. By creating an account, or by using NerthOne, you accept them. If you are agreeing on behalf of a company, you confirm you are authorised to bind it.

Our Privacy Policy forms part of this agreement and explains how we handle personal information.

2. Definitions

• "We", "us", "Nerth Labs" — the company operating NerthOne.
• "NerthOne", "the Service" — our software for managing customers, bookings, invoices, payments, receipts, reminders and messages, including the business application, the customer portal and the API.
• "You", "the Business" — the business that holds the account.
• "Your Customer" — a person or organisation you record in NerthOne and invoice, book or message through it.
• "Your Data" — everything you or Your Customers put into the Service: customer records, invoices, payments, bookings, messages, files and settings.
• "Plan" — the subscription tier you hold, and the limits and features attached to it.

3. Accounts

• You must give accurate registration details and keep them up to date. A company registration number, where you provide one, is printed on the invoices and receipts you issue.
• You are responsible for everything done under your account, including by the team members you invite. Keep credentials secret, and tell us promptly if you believe an account has been compromised.
• You must be able to form a binding contract, and must not be barred from receiving our services under applicable law.
• We may require you to verify your email address, and administrators may be required to use two-factor verification.

4. Plans, trials and the free plan

You choose a Plan when you sign up. Each Plan sets the features available to you and limits such as the number of customers and team members. We may change what a Plan includes; where a change is materially to your disadvantage, section 16 applies.

4.1 Free trials

• We may offer a free trial of a particular paid Plan for a set number of days. No payment card is required to start one.
• One free start per business, ever. A free trial and taking a free Plan are both a free start, and either rules out the other. You cannot take a trial after using a free Plan, and you cannot take a second trial after your first.
• When a trial ends, the subscription ends with it. We do not roll a trial into a paid subscription or charge you for one automatically. You keep your data and choose a Plan to carry on.

4.2 Free plans

• A free Plan may be offered either indefinitely or for a set number of days.
• Where a day limit applies, it is an allowance of days actually spent on that Plan. You may move to a paid Plan and return to the free Plan as often as you like until the allowance is used up.
• A free Plan does not remove the platform processing fee described in section 6, where that fee is switched on.

4.3 Changing plans

• Moving to a free Plan applies immediately.
• Moving to a paid Plan takes effect when the invoice for it is paid. Until then you stay on your current Plan.
• You may cancel at any time. Cancellation takes effect at the end of the period you have paid for; we do not refund part-periods unless the law requires it.

5. Fees and billing

• Subscription fees are shown at the prices published when you subscribe, and recur for the billing period of your Plan until cancelled.
• Where you have saved a payment card and enabled automatic renewal, we charge that card when a subscription invoice is raised. Otherwise an invoice is issued for you to pay.
• Fees are exclusive of taxes unless stated. You are responsible for any taxes due on your subscription other than taxes on our income.
• Non-payment. If a subscription invoice is unpaid past its due date we will remind you and allow a grace period. After that we may suspend access to paid features until the invoice is settled. Suspension does not delete Your Data, and you can always reach the billing screens to pay.
• We may change prices. An increase will not affect a period you have already paid for, and we will give notice under section 16.

6. Taking payment from your customers

• Card payments are processed by our payment provider. Card details are entered directly with that provider; we never receive or store full card numbers.
• You are responsible for the goods and services you invoice, for the accuracy of your invoices, and for any dispute, chargeback or refund arising from them. Where a chargeback or refund results in a cost to us, we may recover it from you.
• Platform processing fee. We may apply a processing fee, calculated from the invoice subtotal and shown as its own line so the payer can see it. Where the fee is switched on it applies to invoices you raise, including on a free Plan. The percentage, and any minimum or maximum, are set by us and visible to you before an invoice is issued.
• You must not use the Service to take payment for anything unlawful, or for any business category our payment provider prohibits.

7. Acceptable use

You must not, and must not allow anyone else to:

• use the Service unlawfully, or to send unsolicited bulk messages;
• upload malware, or anything that infringes someone else's rights;
• impersonate another business, or misrepresent your identity or registration details;
• attempt to access another business's data, probe or circumvent our security, or disable any limit or feature gate;
• reverse engineer the Service, or copy it to build a competing product;
• resell or sublicense access without our written agreement; or
• place a load on the Service that degrades it for others, including automated scraping.

You are responsible for the messages and announcements you send through the Service, and for having a lawful basis to contact the people you send them to.

8. Your data

• You own Your Data. We claim no ownership of it.
• You grant us the limited licence needed to host, process, transmit and display it in order to provide the Service to you, and to make backups.
• We handle personal information in Your Data as your processor, on your instructions, as described in our Privacy Policy.
• You can export your customers, invoices and payments at any time while your account is open. Export before you close your account — we are not obliged to retain Your Data after closure and will delete it in the ordinary course.
• We may use aggregated, de-identified information about how the Service is used to operate and improve it. This never identifies you or Your Customers.

9. Your obligations to your customers

You decide what to record about Your Customers and why. That makes you responsible for:

• having a lawful basis to collect and use their information, and telling them how you use it;
• honouring their requests to see, correct or delete it — the Service gives you the tools to do so;
• the accuracy of invoices, balances and receipts you issue; and
• the content of the messages, reminders and announcements you send.

If one of Your Customers approaches us directly, we will ordinarily refer them to you and help you respond.

9.1 Text messages and WhatsApp

Where your plan includes them, the Service can send service messages to Your Customers by SMS and WhatsApp as well as by email — invoices and payment links, payment reminders and overdue notices, appointment confirmations and changes, and invitations to your customer portal.

These are switched on by default for a customer whose mobile number you record. A customer gives you their number so you can reach them about the work, and we treat it that way. A customer can switch them off at any time in their portal, or by replying STOP to any message, and you can switch them off for a customer from their record. We honour an opt-out immediately and across every business using the Service, because it is the person's choice and not yours or ours to re-apply.

Promotional messages are different. Promotions, holiday notices and broadcasts are only sent on these channels to a customer who has positively agreed to them — the default above does not cover advertising. You are responsible for that agreement being real, for the content of what you send, and for complying with the marketing and telecommunications rules that apply where your customers are.

Messages are metered. Your plan sets how many you may send each month, the allowance resets monthly and does not roll over, and sending stops when it is used up. Delivery depends on carriers and on WhatsApp, which we do not control: we can show you that a message was accepted for delivery, and report what the carrier tells us afterwards, but we cannot guarantee it arrives.

10. Availability and support

• We aim to keep the Service available continuously but do not guarantee uninterrupted operation. Maintenance, provider failures and events outside our control can interrupt it.
• We will give reasonable notice of planned maintenance expected to cause downtime, where circumstances allow.
• Support is provided by email at hello@nerthlabs.com. We do not currently commit to a contractual response time or service credit. If your Plan includes a specific service level, that is stated on the Plan.
• We may change, add or withdraw features. We will not withdraw a material feature from a Plan you are paying for without notice under section 16.

11. Suspension and termination

• By you: cancel at any time from the subscription screen. Access continues to the end of the paid period.
• By us, for non-payment: as described in section 5.
• By us, immediately: where you materially breach these terms, where your use threatens the security or integrity of the Service or another business's data, or where we are required to by law.
• By us, on notice: we may end this agreement on reasonable written notice, in which case we will refund any fees covering a period after termination.
• On termination: your right to use the Service ends. Export Your Data first. Sections that by their nature should survive — ownership, liability, indemnity and governing law — do so.

12. Intellectual property

The Service, including its software, design, documentation and the NerthOne and Nerth Labs names and logos, belongs to us and our licensors. These terms grant you a non-exclusive, non-transferable right to use the Service for your own business while this agreement is in force, and nothing more.

If you send us feedback or suggestions, we may use them without obligation to you. You keep your own brand, logo and content.

13. Disclaimers

The Service is provided "as is" and "as available". To the fullest extent permitted by law we exclude all implied warranties, including fitness for a particular purpose and non-infringement.

NerthOne is not accounting, tax or legal advice. It records what you tell it. You are responsible for the correctness of your invoices, your tax treatment and your compliance with the law.

Nothing in these terms limits any right you have as a consumer where consumer law applies and cannot be excluded.

14. Liability

Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.

Subject to that:

• neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill, or loss or corruption of data to the extent it could have been avoided by keeping your own export; and
• our total liability arising out of this agreement in any twelve-month period is limited to the fees you paid us in the twelve months before the claim arose.

15. Indemnity

You will indemnify us against claims, losses and reasonable costs arising from Your Data, from the goods and services you sell, from messages you send through the Service, or from your breach of these terms — except to the extent caused by our own breach.

16. Changes to these terms

We may update these terms. We will change the date at the top and, where a change materially affects your rights or increases what you pay, give you at least 30 days' notice by email or in the application before it takes effect. If you do not accept a change, you may cancel before it applies; continuing to use the Service after that means you accept it.

17. Governing law and disputes

Please talk to us first — most problems are resolved faster by email than by lawyers. Write to hello@nerthlabs.com and we will try to resolve it with you.

To be completed before publication: the governing law and the courts that will have jurisdiction over disputes under this agreement. These depend on where the Nerth Labs entity is incorporated, and are left blank deliberately rather than guessed — naming the wrong country here could make the clause unenforceable.

18. General

• Entire agreement: these terms and the Privacy Policy are the whole agreement between us about the Service.
• Severability: if any part is found unenforceable, the rest continues in force.
• No waiver: not enforcing a right does not waive it.
• Assignment: you may not assign this agreement without our consent. We may assign it to a successor in connection with a merger or sale of the business.
• Force majeure: neither party is liable for failure caused by events beyond its reasonable control.
• Notices: we may give notice by email to your account address or in the application. Write to us at the address below.

19. Contact

Nerth Labs · hello@nerthlabs.com

Still to be completed before publication: the registered legal name, company number and registered address of the Nerth Labs entity, and the governing law in section 17.