TERMS OF SERVICE

1. Agreement to Terms

By accessing or using HelloNoa ("Service", "Platform", or "Website"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you may not access the Service.

Where any statement in our help centre, FAQs, in-app guidance or support communications conflicts with these Terms, these Terms prevail. Our help centre is provided for general guidance only and does not form part of these Terms.

2. About HelloNoa

3. Service Description

HelloNoa is a consumer software service (B2C) designed for individual UK freelancers, sole traders, and independent professionals. We provide an all-in-one platform to manage:

• Client relationships and project management
• Proposals and contracts
• Invoicing and payment tracking
• Time tracking and reporting
• Electronic signatures via Legalesign integration
• Document generation and sharing

4. Account Terms

4.1 Eligibility

• You must be at least 18 years old to use this Service
• You must be a freelancer, independent contractor, or small business owner
• You must provide accurate and complete registration information
• You must maintain the security of your account and password

4.2 Account Security

• You are responsible for all activity under your account
• You must notify us immediately of any unauthorised access
• We recommend enabling two-factor authentication (if available)
• You may not share your account credentials with others

4.3 Account Termination

• You may cancel your account at any time through your account settings
• We may suspend or terminate your account for violation of these Terms
• We may terminate accounts that remain inactive for extended periods

4.4 Payments to you from your end-clients (Stripe Connect)

In respect of payments made by your end-client to you (the freelancer), HelloNoa acts as a commercial agent for you only. HelloNoa is not a payment service provider, does not hold funds, and is outside the scope of the Payment Services Regulations 2017 by virtue of Schedule 1 paragraph 2(b) (commercial agent exclusion). The regulated payment service is provided by Stripe Payments Europe Ltd. The contract for that payment service is between you, your end-client and Stripe (under Stripe's Connected Account Agreement, which you accept on first onboarding to the payouts feature).

Practically: when your end-client pays your HelloNoa invoice, the money moves directly from your end-client through Stripe to your connected Stripe account; it is not received, held, or settled by HelloNoa. We surface the transaction in your dashboard and reconcile it against the invoice. Any refund, chargeback, or dispute relating to that payment is between you, your end-client and Stripe — we will support you operationally but the regulated party is Stripe.

5. Acceptable Use

You agree not to misuse the HelloNoa Service. Prohibited activities include:

• Violating any applicable laws or regulations
• Infringing on intellectual property rights of others
• Uploading malicious code, viruses, or harmful content
• Attempting to access another user's account without permission
• Using the Service to send spam or unsolicited communications
• Engaging in fraudulent or deceptive practices
• Interfering with or disrupting the Service or servers
• Using automated systems (bots, scrapers) without permission
• Reselling or redistributing the Service without authorisation

5.1 Your responsibilities

You are responsible for how you use the Service. In particular, you agree that:

• You are responsible for the accuracy of any data you enter (project details, client details, billing information, VAT numbers).
• You should review every contract, proposal, invoice or other document generated by the Service before sending or signing it.
• You are responsible for ensuring your use of the Service, and the documents you produce with it, comply with the laws of the country in which you and your clients operate.
• You should keep your own backups of business-critical data. We hold backups of the Service for operational resilience (see Section 9.2), but they are not a substitute for your own records.
• You should evaluate whether the Service and any templates it provides are suitable for your specific circumstances before relying on them.

6. Payment Terms

6.1 Subscription Plans

HelloNoa offers a free Starter plan plus paid Essential and Pro tiers. Current plans, prices, and features are listed at hellonoa.com/pricing, which is the canonical source — the price you see there is the price applied at checkout, with VAT calculated and displayed before you commit.

We may change subscription prices with at least 30 days' notice. Any price change will not affect any period you have already paid for. If you do not accept the new price, you may cancel before it takes effect and your current period will run to its end at the price you paid.

6.2 Billing

• Subscriptions are billed monthly in advance via Stripe
• Payment is due immediately upon subscription or renewal. There is no invoice payment term as this is a prepaid subscription service
• Prices are in GBP (£) unless otherwise stated
• You authorise us to charge your payment method on file
• Failed payments may result in service suspension after a 7-day grace period
• If payment fails, we will attempt to charge your card up to 3 times over 7 days before suspending access

6.3 VAT and Tax

We use Stripe Tax to automatically calculate and collect Value Added Tax (VAT) or other applicable taxes based on your billing location. HelloNoa is a consumer service (B2C) primarily for individual freelancers and sole traders.

How VAT applies to you:

• UK Customers (Primary Market): UK VAT at 20% will be added to your subscription price
• Swiss Customers: Swiss VAT applies at the current standard rate (8.1%)
• EU Customers: VAT will be charged at the applicable rate for your country
• Rest of World: Tax may apply depending on your jurisdiction's requirements

For VAT-Registered Businesses (B2B): If you are a VAT-registered business (not a sole trader), you may provide your VAT registration number during checkout. We will validate your VAT number against the relevant tax authority database (HMRC for UK, VIES for EU). If valid, the reverse charge mechanism applies and you are responsible for accounting for VAT in your own returns. However, most HelloNoa users are individual freelancers who are not VAT-registered.

6.4 Stripe Tax Disclaimer

Tax calculations are provided by Stripe Tax and are based on the information you provide (billing address, VAT number) and applicable tax rules at the time of the transaction. While we make reasonable efforts to ensure accurate tax calculation:

• We do not guarantee the accuracy of tax calculations for your specific tax situation
• Tax laws change frequently and may not be immediately reflected in automated calculations
• You should consult a tax professional if you have questions about your tax obligations
• HelloNoa is not liable for errors in tax calculations caused by incorrect information you provide or changes in tax law
• Invoices and receipts provided are for your records; you are responsible for your own tax filings

6.5 Right to Cancel (14-Day Cooling-Off Period)

Your 14-day cancellation rights:

• When the period starts: The 14-day period begins the day after you first subscribe to a paid plan
• How to cancel: Email us at billing@hellonoa.com or cancel through your account settings
• Refund: If you cancel within 14 days, you will receive a full refund of any payments made
• Immediate access: By subscribing, you request that we begin providing the service immediately. If you cancel within 14 days after using the service, you agree to pay for the service used up to the point of cancellation (calculated pro-rata)

Model Cancellation Form (optional): To cancel, you can use the following wording: "I hereby give notice that I cancel my subscription to HelloNoa. Name: [Your name]. Email: [Your email]. Date subscribed: [Date]. Date of cancellation: [Today's date]."

6.6 Refunds and Cancellations (After Cooling-Off Period)

• You may cancel your subscription at any time after the 14-day period
• Cancellations take effect at the end of the current billing period
• No refunds for partial months or unused time after the cooling-off period
• Refunds may be issued at our discretion for significant technical issues
• Free trials (Starter plan) can be cancelled anytime without charge

6.7 Price Changes

• We may change subscription prices with 30 days' notice
• Existing subscribers are grandfathered at their current rate for 90 days
• You may cancel if you disagree with price changes

6.8 Upgrading and Downgrading Plans

You may change your subscription plan at any time through your account settings.

Upgrades (moving to a higher plan):

• Upgrades take effect immediately
• You will be charged a prorated amount for the remainder of your current billing period at the new plan's rate
• All features of the new plan are available straight away

Downgrades (moving to a lower paid plan):

• Downgrades take effect immediately
• No refunds or credits are issued for the remainder of your current billing period (consistent with Section 6.6)
• Your next bill will be at the new, lower plan's price
• The new plan's feature limits apply straight away

Downgrading to Starter (free):

• If you switch to Starter, your paid subscription is cancelled at the end of your current billing period
• You keep all features of your current plan until that date
• No further charges apply after the period ends
• Starter plan limits (1 project, 1 client) apply once the switch completes

Data and content after downgrading:

• Your existing data (projects, clients, documents) is never deleted when you downgrade
• If you exceed the new plan's limits (for example, more projects than the lower plan allows), existing items remain accessible but you will not be able to create new ones until you are within the limit
• You can upgrade again at any time to regain full access

6.9 Chargebacks and Disputes

If you believe a charge is incorrect, please contact us at billing@hellonoa.com before initiating a chargeback with your bank.

• We aim to resolve billing disputes within 5 business days
• If you dispute a charge directly with your bank (chargeback), we may suspend your account pending resolution
• Fraudulent chargebacks for legitimate services may result in permanent account termination
• You have 30 days from the charge date to dispute a payment with us

7. Intellectual Property

7.1 Your Content

• You retain ownership of all content you create using the Service
• This includes proposals, contracts, invoices, and client data
• You grant us a limited licence to process your content to provide the Service
• We do not claim ownership of your business data

7.2 Our Content

• HelloNoa's platform, design, code, and templates remain our property
• You may not copy, modify, or redistribute our intellectual property
• Trademarks "HelloNoa" and our logo are protected
• Document templates are licensed for use within the platform only

8. Third-Party Services

HelloNoa integrates with third-party services:

• Stripe: Payment processing, billing, and tax calculation (subject to Stripe's Terms)
• Legalesign: Electronic signatures (subject to Legalesign's Terms)
• Calendly: Meeting scheduling (optional integration)
• Google Drive / Dropbox: Cloud storage (optional integration)

Your use of these services is subject to their respective terms and conditions.

8.1 Data Processing and International Transfers

Some of our service providers are located outside the European Economic Area (EEA) and Switzerland. When we transfer your data to these providers, we ensure appropriate safeguards are in place:

• Standard Contractual Clauses (SCCs): We have entered into or ensured our processors have entered into EU-approved SCCs for international data transfers
• UK IDTA: For transfers from the UK, we use the UK International Data Transfer Agreement Addendum
• Supplementary Measures: Encryption, access controls, and data minimisation as per Schrems II requirements

For full details on international data transfers, see our Privacy Policy (Section 5A).

8.2 Third-Party Service Limitations

We are not liable for any service interruptions, errors, or failures caused by third-party providers. This includes but is not limited to:

• Stripe payment processing failures or tax calculation errors
• Legalesign e-signature service unavailability
• Cloud hosting outages or data centre failures
• Calendar integration or storage sync failures

9. Data Protection

Your use of HelloNoa is also governed by our Privacy Policy. We comply with applicable data protection laws including:

• UK GDPR and the Data Protection Act 2018 (for UK customers)
• Swiss nDSG (new Federal Act on Data Protection, effective September 2023)
• EU GDPR (for any EU customers)

• We process personal data only as necessary to provide the Service
• We implement appropriate security measures
• You have rights to access, rectify, and delete your data
• We do not sell your personal data to third parties

9.1 Cancelling Your Subscription

Cancelling a paid plan does not delete your data. You keep access until the end of your billing period, after which your account moves to the free Starter plan. Your contracts, invoices, and time entries remain available, and you can export them at any time. Your data is only removed if you separately choose to delete your account (see 9.2).

9.2 Deleting Your Account

If you delete your account:

• Grace period: Your account is first deactivated and held for 30 days, so you can restore it if you change your mind. We action your erasure request within one month, in line with UK GDPR (Article 17) and the Swiss FADP.
• Personal data: After the 30-day grace period, your personal details (name, email, address, and connected-account tokens) are irreversibly anonymised.
• Tax and financial records: Your invoices and contracts are kept, with your personal data stripped out, for 10 years from the end of the financial year, as required of us as a Swiss company by the Swiss Code of Obligations (Art. 958f) and Swiss VAT Act. Where a transaction also falls under UK or EU VAT rules, those retention rules may apply to it too.
• Backup copies: May persist in encrypted backups for up to 30 days after removal from active systems.

You may request earlier deletion of non-financial personal data by contacting privacy@hellonoa.com. Financial records cannot be deleted earlier because we are legally required to retain them.

10. Limits to Our Liability

10.1 What we never exclude

Nothing in these Terms limits or excludes our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• any other matter for which it would be unlawful for us to limit or exclude liability.

10.2 Your statutory consumer rights are unaffected

If you are a consumer in the United Kingdom, your statutory rights under the Consumer Rights Act 2015 cannot be excluded or restricted by these Terms. In particular, your rights to a service performed with reasonable care and skill (s. 49), to digital content of satisfactory quality, fit for purpose and as described (ss. 34–36), and to the remedies in ss. 19–24, 54–56 (repeat performance, price reduction, refund) remain in full. Equivalent statutory protections apply to consumers resident in the EU and Switzerland.

10.3 What we limit

Subject to sections 10.1 and 10.2:

• The Service is provided on an "as is" / "as available" basis. We do not warrant uninterrupted or error-free operation.
• We are not liable for indirect, incidental, special, or consequential loss, or for loss of profits, business, opportunity, goodwill, or data, except to the extent such loss is recoverable under your statutory rights.
• Our total liability to you in any 12-month period for all other matters is limited to the greater of (i) £100 and (ii) the subscription fees you paid us in the 12 months immediately before the event giving rise to the claim.
• We are not responsible for content you or your clients create using the Service, or for third-party services we integrate with (subject to section 8.2).

10.4 Noa AI advisor — general guidance only

Noa provides general guidance only and is not a substitute for advice from a qualified accountant, lawyer, tax adviser or other regulated professional. HelloNoa is not authorised to provide financial advice, legal advice or tax advice. Any decision you make based on Noa's output is your decision and your responsibility. If you need regulated advice, you should consult a qualified professional in your jurisdiction.

10.5 No warranty on data security

We implement industry-standard security measures (described in our Security Overview), but no method of transmission over the Internet or electronic storage is completely secure. You transmit data to us at your own risk, and we cannot guarantee that unauthorised third parties will never be able to access it. You should keep your own backups of business-critical data. This clause does not limit any liability we cannot exclude under Section 10.1, your statutory rights as a consumer (Section 10.2), or our obligations under UK GDPR, EU GDPR or the Swiss nDSG.

10.6 Testimonials and individual results

Any testimonials, case studies or success stories on our website represent individual experiences. We do not guarantee that you will achieve similar results — outcomes vary based on your circumstances, the effort you apply, market conditions and your existing client relationships. Testimonials are verbatim quotes from real users provided voluntarily and without payment. We may correct minor spelling or grammatical errors but do not alter meaning.

11. Indemnity

You agree to indemnify HelloNoa GmbH i.G. against any third-party claim, and against the reasonable legal costs of defending it, but only to the extent the claim arises from:

• your use of HelloNoa to send unlawful material or to do something that breaches section 5 (Acceptable Use); or
• content you upload, send, or publish through the Service that infringes a third party's intellectual property rights.

This indemnity does not cover anything else. In particular, you do not indemnify us for our own negligence, for our breach of these Terms, for any matter excluded by section 10.1, or for anything that would make this clause an unfair term against you as a consumer under the Consumer Rights Act 2015, Schedule 2.

12. Service Availability

• We strive for 99.9% uptime but do not guarantee continuous availability
• Scheduled maintenance will be communicated in advance where possible
• We are not liable for downtime caused by third-party service failures
• Emergency maintenance may occur without notice

12.1 Events beyond our control

We are not liable for any failure or delay in providing the Service to the extent it is caused by circumstances beyond our reasonable control. These include, but are not limited to: acts of God, natural disasters or extreme weather; war, terrorism, civil unrest or government action; widespread internet or telecommunications outages; cyber-attacks or large-scale security incidents affecting our infrastructure; failures of essential third-party service providers (such as Stripe, Legalesign, our hosting provider or AWS); and changes in law or regulation that prevent us from providing the Service. We will use reasonable endeavours to resume normal service as soon as practicable. This clause does not affect your statutory rights as a consumer (Section 10.2) or any liability we cannot exclude under Section 10.1.

13. Changes to the Service

• We may modify or discontinue features with reasonable notice
• We may add new features or change existing ones
• We may impose new limits on feature usage
• Material changes will be communicated via email or in-app notification

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by Swiss law, save that nothing in this clause displaces any mandatory protection available to you under the law of the country in which you are habitually resident. If you are a consumer in the United Kingdom or the EU, you continue to benefit from the mandatory consumer protections of your home country regardless of this choice of law.

14.2 Where you can bring proceedings

Disputes are subject to the non-exclusive jurisdiction of the courts of Zurich, Switzerland. If you are a consumer, you may also bring proceedings in the courts of the country in which you are habitually resident, and we will not contest your right to do so.

14.3 Informal Resolution

Before filing a claim, please contact us at legal@hellonoa.com to seek an informal resolution. We aim to acknowledge complaints within 30 days and respond substantively within 60 days.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and HelloNoa.

15.2 Severability

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

15.3 No Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right.

15.4 Assignment

You may not assign these Terms without our consent. We may assign them to a successor or affiliate.

16. UK Consumer Rights

As a UK consumer, you have the following rights:

• Right to a service of satisfactory quality: Digital services must be fit for purpose and match their description
• Right to a refund or repair: If our service doesn't meet quality standards, you may be entitled to a refund, price reduction, or repeat performance
• 14-day cooling-off period: As detailed in Section 6.5, you can cancel within 14 days for a full refund
• Clear pricing: All prices shown include VAT where applicable
• Data protection rights: Your rights under UK GDPR and the Data Protection Act 2018

For consumer advice, you can contact Citizens Advice or the Competition and Markets Authority.

17. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes via:

• Email notification to your registered email address
• In-app notification when you next log in
• Prominent notice on our website

Continued use of the Service after changes take effect constitutes acceptance of the new Terms.

18. Contact Information

For questions about these Terms or to report violations: