NOLLIE TERMS AND CONDITIONS

This Agreement is between Nollie Pte Ltd ("Nollie," "we," "us," or "our"), a company incorporated in Singapore (UEN: 202517156D), and the entity agreeing to these terms ("Business Subscriber" or "you").

1. DEFINITIONS AND SERVICES

1.1 Service Definition

Nollie provides an AI-powered customer relationship management (CRM) platform specifically designed for the hospitality industry (the "Service"). The Service enables hospitality businesses to manage customer relationships, analyse guest preferences, generate personalized recommendations, and optimize operations through artificial intelligence and machine learning technologies.

1.2 Key Definitions

"Business Subscriber" refers to the hospitality business entity that has entered into this Agreement.
"End-Customer" refers to guests, diners, or other customers of the Business Subscriber whose data is processed through the Service.
"Authorized Users" refers to employees or contractors of the Business Subscriber who are permitted to access and use the Service.
"AI Technology" refers to the artificial intelligence and machine learning systems incorporated into the Service.
"AI-Generated Output" refers to any recommendations, analytics, or other content generated by the AI Technology.
"Data Protection Laws" refers to applicable privacy laws in Singapore (Personal Data Protection Act), Australia (Privacy Act 1988), and New Zealand (Privacy Act 2020).

2. SERVICE FEATURES

2.1 Platform Features

The Service includes features for guest profile management, marketing automation, behavioural analytics, operational workflow optimization, and personalized guest engagement. Features may be added, modified, or removed as part of our ongoing development.

2.2 AI Functionality

The Service utilizes AI to analyse guest preferences, generate personalized recommendations, predict guest needs, and identify trends from aggregated data. Business Subscribers acknowledge that AI technology is probabilistic in nature. While we strive for accuracy, AI-Generated Outputs should be reviewed by human operators before implementation in significant business decisions.

2.3 Service Limitations

The Service supports hospitality businesses in managing customer relationships but is not intended to replace human judgment in critical decisions, guarantee specific business outcomes, provide professional advice, or operate safety-critical systems.

3. SUBSCRIPTION AND PAYMENT

3.1 Subscription Plans

Nollie offers multiple subscription tiers with varying features and capabilities. Current pricing and plan details are available at https://nollie.ai/pricing.

3.2 Subscription Term

Unless otherwise specified during the online subscription process, subscriptions have a minimum term of twelve (12) months ("Term"). The Term begins on the date when you complete your online subscription registration. Subscriptions do not automatically renew at the end of the Term.

3.3 Payment Terms

All fees are due in advance in the currency specified during the online subscription process. Undisputed invoices must be paid within thirty (30) days of the invoice date. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. All fees are exclusive of applicable taxes.

3.4 Price Changes

We may modify subscription pricing for new subscription terms. If you do not agree to such modifications, you are not obligated to enter into a new subscription agreement after your current Term ends.

3.5 Refund Policy

Subscription fees are non-refundable except as expressly provided in this Agreement. If we terminate this Agreement for our convenience or due to our material breach, we will refund any prepaid fees covering the remainder of the term.

3.6 Renewal Process

To continue using the Service after the Term, Business Subscriber must enter into a new subscription agreement. Nollie will contact Business Subscriber approximately 60 days before the end of the Term to discuss renewal options. If no renewal is agreed upon, access to the Service will terminate at the end of the Term.

3.7 Cancellation Procedure

Business Subscriber may cancel the subscription before the end of the Term by providing written notice to team@nollie.com. Early cancellation does not release Business Subscriber from the obligation to pay all fees for the remainder of the Term. Upon receiving cancellation notice, Nollie will calculate the remaining fees due and issue a final invoice.

3.8 Suspension

Nollie may suspend Business Subscriber's access to the Service if: (a) Payment is more than 15 days overdue (b) Business Subscriber breaches these Terms (c) Business Subscriber's use threatens the security or performance of the Service

Suspended accounts will not be reinstated until the issue is resolved.

4. ACCOUNT MANAGEMENT AND SECURITY

4.1 Account Security

(a) Business Subscribers must create an account to access the Service. You are responsible for maintaining the confidentiality of account credentials, all activities under your account, and ensuring Authorized Users comply with these Terms. (b) Each Authorized User must have unique login credentials. Sharing of accounts is strictly prohibited. (c) Passwords must: (i) Be at least 10 characters long (ii) Include uppercase and lowercase letters, numbers, and special characters (iii) Be changed at least every 90 days (iv) Not be reused within a 12-month period

4.2 Access Restrictions

(a) Multiple concurrent sessions using the same credentials are not permitted and may be automatically terminated. (b) Access to the Service is restricted to authorized networks and devices as configured by the Business Subscriber. (c) Business Subscriber must immediately notify Nollie of any suspected unauthorized access. (d) The Service may automatically log out inactive sessions after 30 minutes of inactivity.

4.3 System Monitoring

(a) Nollie monitors the Service for security events and unauthorized access attempts. (b) Business Subscriber consents to active monitoring for security compliance purposes. (c) Unusual activity patterns may trigger temporary access restrictions pending verification.

4.4 Data Protection

(a) Business Subscriber must ensure that data downloaded or exported from the Service is stored securely. (b) Local copies of End-Customer data must be encrypted when stored on mobile devices or removable media. (c) Business Subscriber should implement role-based access control to limit which staff can access specific data types.

4.5 Security Violations

(a) Any attempt to bypass security measures, test vulnerabilities, or gain unauthorized access is strictly prohibited. (b) Business Subscriber is responsible for all activities that occur under their Authorized Users' accounts. (c) Violations of these security requirements may result in immediate suspension or termination of the Service.

4.6 Acceptable Use Policy

You agree not to use the Service to:

Violate applicable laws or regulations
Infringe the intellectual property rights of others
Upload harmful code or attempt unauthorized access
Interfere with the Service's integrity or performance
Send unsolicited communications without proper consent
Process sensitive personal data without proper legal basis
Discriminate against individuals based on protected characteristics

4.7 Data Input Requirements

Business Subscribers are responsible for:

The accuracy, quality, and legality of all data inputted into the Service
Obtaining necessary rights, consents, and permissions for data provided to Nollie
Ensuring collection and use of End-Customer data complies with applicable laws
Implementing appropriate privacy notices and consent mechanisms
Responding to End-Customer requests regarding their personal data

4.8 Compliance with Laws

Business Subscribers must use the Service in compliance with all applicable laws, including data protection laws, consumer protection laws, and industry-specific regulations. You are responsible for understanding legal requirements applicable to your specific operations and jurisdictions.

5. INTELLECTUAL PROPERTY

5.1 Nollie Intellectual Property

Nollie and its licensors own and retain all rights to:

The Service and related software, technology, and documentation
The underlying AI models and algorithms
All improvements, updates, and derivative works of the Service
Nollie's trademarks, service marks, and logos

5.2 Business Subscriber Intellectual Property

Business Subscribers retain ownership of:

All data inputted into the Service by Business Subscriber or Authorized Users
Business Subscriber's pre-existing intellectual property
Business Subscriber's trademarks, service marks, and logos

Business Subscribers grant Nollie a non-exclusive license to use Business Subscriber data solely for providing the Service and as further described in this Agreement.

5.3 AI-Generated Outputs

As between Nollie and Business Subscriber, Business Subscriber owns AI-Generated Outputs created specifically for Business Subscriber using Business Subscriber's data. However, Nollie retains ownership of:

The underlying AI models, algorithms, and systems
Improvements to the AI Technology
Aggregated and anonymized insights

5.4 AI Training and Improvement

Nollie may use aggregated and anonymized data derived from use of the Service to train and improve our AI systems, provided such use does not identify specific Business Subscribers or End-Customers. Business Subscribers may opt out of having their data used for AI training by contacting support@nollie.com.

5.5 Restrictions

Business Subscriber shall not:

Reverse engineer or attempt to discover the source code of the Service
Create derivative works based on the Service
Access the Service to build a competitive product
Remove proprietary notices or attempt to extract AI models

6. DATA PROCESSING AND PRIVACY

6.1 Data Controller and Processor Relationships

When processing personal data through the Service: (a) For Business Subscriber Data: Nollie acts as a data controller, determining the purposes and means of processing. (b) For End-Customer Data: Nollie acts as a data processor, processing such data solely on behalf of and according to the instructions of Business Subscribers, who remain the data controllers.

6.2 Processor Obligations

When acting as a data processor, Nollie shall: (a) Process End-Customer Data only on documented instructions from Business Subscriber, including regarding transfers to third countries (b) Ensure persons authorized to process End-Customer Data have committed to confidentiality (c) Implement appropriate technical and organizational security measures (d) Assist Business Subscriber in responding to requests from data subjects (e) Assist Business Subscriber in ensuring compliance with security, breach notification, impact assessment, and consultation obligations (f) Delete or return all End-Customer Data after the end of services (g) Make available to Business Subscriber all information necessary to demonstrate compliance with these obligations

6.3 Subprocessor Management

(a) Business Subscriber authorizes Nollie to engage subprocessors to assist in providing the Service. (b) Nollie maintains information about current subprocessors at https://nollie.ai/subprocessors (c) Nollie shall impose data protection terms on subprocessors that adequately protect Business Subscriber data. (d) Nollie shall conduct appropriate due diligence before engaging subprocessors. (e) Nollie remains responsible for the performance of its subprocessors. (f) Nollie will provide reasonable notice before engaging new subprocessors by updating the subprocessor information on our website. (g) For AI model providers specifically, Nollie may change providers as needed to maintain service quality, with notification provided to Business Subscribers.

6.4 Controller Obligations

When acting as a data controller, Business Subscriber shall: (a) Ensure it has all necessary rights and lawful bases to collect, use, and share End-Customer Data with Nollie (b) Comply with all applicable Data Protection Laws (c) Implement appropriate privacy notices and consent mechanisms (d) Respond to data subject requests regarding their personal data (e) Notify Nollie promptly if it receives any communication from a data protection authority relating to End-Customer Data

7. USER CONTENT

7.1 Types of User Content

The Service may allow Business Subscribers to upload, publish, or transmit various types of content ("User Content"), including but not limited to: (a) Business descriptions and promotional material (b) Staff profiles and information (c) Custom messages to End-Customers (d) Feedback and reviews from End-Customers (e) Images and multimedia related to the Business Subscriber's operations

7.2 Ownership and License

(a) Business Subscriber retains ownership of all User Content it uploads to the Service. (b) Business Subscriber grants Nollie a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute User Content solely for the purpose of providing and improving the Service.

7.3 Content Restrictions

User Content must not: (a) Contain obscene, vulgar, or offensive language (b) Include material that is unlawful or violates third-party rights (c) Promote violence, discrimination, or illegal activities (d) Contain misleading or deceptive information (e) Include malicious code or security threats (f) Be used for spam or unauthorized mass communications (g) Impersonate any person or entity

7.4 Review and Feedback Management

If the Service enables collection and display of End-Customer reviews: (a) Business Subscriber may respond to reviews but must do so professionally (b) Business Subscriber must not offer incentives for positive reviews or penalize for negative reviews (c) Reviews will not be removed solely because they are negative (d) Nollie reserves the right to remove reviews that violate these Terms

7.5 Content Monitoring

(a) Nollie reserves the right (but has no obligation) to review, modify, or remove any User Content that violates these Terms. (b) Nollie is not responsible for and does not endorse any User Content.

7.6 Responsibility and Indemnification

Business Subscriber shall indemnify and hold Nollie harmless from any claims arising from User Content, including claims of intellectual property infringement, defamation, or violations of privacy rights.

8. INTEGRATIONS WITH THIRD-PARTY SYSTEMS

8.1 Supported Integrations

The Service supports integration with the following categories of third-party systems: (a) Point-of-Sale (POS) Systems (b) Table Management Systems (TMS) (c) Payment Processing Services (d) Loyalty and Membership Programs (e) Other Hospitality Management Software

8.2 Integration Setup

(a) Business Subscriber is responsible for providing Nollie with necessary access credentials for third-party systems. (b) Nollie provides integration capabilities on an "as is" basis and does not guarantee compatibility with all versions or configurations of third-party systems. (c) Nollie will use commercially reasonable efforts to maintain integrations, but third-party system changes may require updates or modifications.

8.3 Data Flow and Synchronization

(a) Business Subscriber acknowledges that data flows bidirectionally between the Service and integrated systems. (b) Nollie is not responsible for data accuracy in third-party systems or for discrepancies arising from synchronization issues. (c) Business Subscriber should regularly verify critical data across systems.

8.4 Third-Party Terms

(a) Business Subscriber remains bound by the terms and conditions of any third-party system provider. (b) Integration with third-party systems may require Business Subscriber to accept additional terms from those providers. (c) Nollie is not responsible for changes to third-party terms that may affect integration functionality.

8.5 Integration Support

(a) Nollie provides reasonable technical support for standard integration issues. (b) Custom integration requirements may require additional fees and separate agreements. (c) Nollie will provide advance notice of planned deprecation of any supported integration.

9. AI TECHNOLOGY LIMITATIONS AND LIABILITY

9.1 Nature of AI Technology

The AI Technology uses statistical models and machine learning algorithms to generate predictions and recommendations. These technologies are inherently probabilistic and may not be 100% accurate in all circumstances.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOLLIE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, RESULTING FROM: (a) USE OR INABILITY TO USE THE SERVICE; (b) DECISIONS MADE BASED ON AI-GENERATED OUTPUTS; (c) UNAUTHORIZED ACCESS TO BUSINESS SUBSCRIBER'S DATA; (d) INACCURATE OR INCOMPLETE AI-GENERATED OUTPUTS. NOLLIE'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY BUSINESS SUBSCRIBER TO NOLLIE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 Business Decisions

Business Subscriber is solely responsible for business decisions made based on the Service or AI-Generated Outputs. Nollie does not guarantee specific outcomes. Business Subscriber should independently verify significant recommendations before implementation.

9.4 AI Ethics and Discrimination

While Nollie implements measures to minimize bias in our AI Technology, AI systems may inadvertently reflect biases present in training data. Business Subscribers are responsible for monitoring outputs for potential bias and implementing appropriate human oversight.

10. SERVICE LEVEL COMMITMENTS

10.1 Service Availability

(a) Nollie commits to making the Service available 99.9% of the time, measured monthly, excluding scheduled maintenance. (b) "Available" means that the Service is accessible and operable for normal use.

10.2 Scheduled Maintenance

(a) Nollie performs regular maintenance to ensure optimal performance and security. (b) Standard maintenance windows are from 2:00 AM to 5:00 AM in the Business Subscriber's primary time zone. (c) Nollie will provide at least 48 hours' advance notice of scheduled maintenance. (d) Downtime during scheduled maintenance does not count against the availability commitment.

10.3 Emergency Maintenance

(a) Nollie may perform emergency maintenance when necessary to address critical security or performance issues. (b) Nollie will make reasonable efforts to notify Business Subscribers of emergency maintenance in advance.

10.4 Performance Standards

(a) Average Response Time: Nollie targets application response times of under 2 seconds for 95% of requests. (b) Data Processing: AI-generated insights will be delivered within 5 minutes of data submission for 90% of requests. (c) Support Response: Critical support tickets will receive an initial response within 2 hours during business hours.

10.5 Reporting

(a) Upon request, Nollie will provide Business Subscriber with a report of Service availability for the previous month. (b) Business Subscriber must report any perceived Service disruptions promptly to support@nollie.com.

11. HOSPITALITY VENUE SPECIFIC PROVISIONS

11.1 Venue Operations

(a) Business Subscriber is solely responsible for all aspects of venue operations, including food safety, service quality, and compliance with hospitality regulations. (b) The Service is designed to support venue operations but does not replace proper staff training, management oversight, or industry best practices.

11.2 End-Customer Communications

(a) Business Subscriber is responsible for ensuring all communications with End-Customers comply with applicable laws, including: (i) Obtaining proper consent for marketing communications (ii) Providing opt-out mechanisms (iii) Accurately representing venue offerings and promotions (b) Nollie provides tools to facilitate compliant communications but does not guarantee compliance with all applicable laws.

11.3 Reservations and Bookings

(a) If Business Subscriber uses the Service to manage reservations or bookings: (i) Business Subscriber is responsible for honoring all valid reservations (ii) Business Subscriber must maintain accurate availability information (iii) Cancellation policies must be clearly communicated to End-Customers (b) Nollie is not liable for disputes between Business Subscriber and End-Customers regarding reservations.

11.4 Menu and Service Information

(a) Business Subscriber must ensure all menu items, pricing, and service information in the Service is accurate and up-to-date. (b) Nollie is not responsible for discrepancies between information in the Service and actual venue offerings.

11.5 End-Customer Data Collection

(a) Business Subscriber must provide clear privacy notices to End-Customers regarding data collection. (b) Business Subscriber must obtain all necessary consents for data collection and processing. (c) Business Subscriber must implement appropriate safeguards for physical data collection (e.g., paper forms, business cards).

11.6 Payment Processing

(a) If the Service includes payment processing features: (i) Business Subscriber must comply with all applicable payment card industry standards (ii) Business Subscriber remains responsible for financial transactions with End-Customers (iii) Business Subscriber must address billing disputes directly with End-Customers (b) Nollie is not a payment processor and does not store full payment card details.

11.7 Venue Reviews and Feedback

(a) If the Service includes review or feedback collection features: (i) Business Subscriber must not manipulate reviews or ratings (ii) Business Subscriber must address feedback professionally (iii) Business Subscriber must not offer incentives for positive reviews (b) Nollie reserves the right to remove reviews that violate these Terms.

12. DATA EXPORT AND TRANSITION

12.1 Data Export Capabilities

During the subscription term and for thirty (30) days following termination, Business Subscribers may export their data by contacting the nollie support team. Exports are provided in commonly used, machine-readable formats.

12.2 Pre-Termination Planning

(a) Upon notice of non-renewal or termination, Nollie will work with Business Subscriber to develop a transition plan. (b) The transition plan may include data export schedules, key milestone dates, and respective responsibilities. (c) Nollie will provide reasonable consultation on data export formats and compatibility considerations.

12.3 Data Export Services

(a) During the subscription term and for 30 days after termination, Business Subscriber may export data through the support team at no additional charge. (b) The following data types will be available for export: (i) End-Customer profiles and contact information (ii) End-Customer preferences (c) Exports will be provided in standard formats (CSV, JSON) with relevant documentation.

12.4 Extended Transition Services

(a) For an additional fee, Nollie offers Extended Transition Services that may include: (i) Assisted data migration to another platform (ii) Custom export formats (iii) Extended access to historical data beyond 30 days (iv) Technical consultation on data mapping to new systems (b) Extended Transition Services must be requested at least 15 days before the termination date.

12.5 Knowledge Transfer

Nollie will provide documentation explaining data structures and relationships to assist in migration.

12.6 Final Data Deletion

(a) After the transition period, Nollie will securely delete all Business Subscriber data according to our data retention policy. (b) Upon request, Nollie will provide written certification of data deletion within 30 days of completing the deletion process.

13. DATA LOCATION AND TRANSFERS

13.1 Data Location

Nollie's primary data processing facilities are located in Singapore, with additional processing through AWS in Australia. AI processing may occur in the United States.

13.2 Transfer Safeguards

When transferring personal data across borders, Nollie implements appropriate safeguards, which may include:

Contractual arrangements ensuring adequate protection
Technical and organizational measures to secure data
Compliance with applicable cross-border transfer requirements

13.3 Jurisdictional Compliance

Nollie has implemented measures to comply with cross-border data transfer requirements in:

Singapore: Ensuring comparable protection to PDPA requirements
Australia: Taking reasonable steps to ensure overseas recipients do not breach the APPs
New Zealand: Ensuring recipients provide comparable safeguards to NZ Privacy Act

13.4 Regulatory Changes

If cross-border transfer requirements change, Nollie will implement necessary measures to maintain compliance. Business Subscribers will be notified of significant changes affecting their data.

14. TERM AND TERMINATION

14.1 Term

This Agreement commences when you first accept these Terms or access the Service, whichever is earlier, and continues until the subscription has expired or been terminated.

14.2 Effect of Termination

Upon termination:

All access rights and licenses granted to Business Subscriber will terminate
Business Subscriber shall cease all use of the Service
Business Subscriber shall pay outstanding fees due through the termination date
Nollie will provide data export capabilities for thirty (30) days after termination

15. GOVERNING LAW

15.1 Governing Law

For Business Subscribers in Singapore: This Agreement shall be governed by the laws of Singapore.
For Business Subscribers in Australia: This Agreement shall be governed by the laws of New South Wales, Australia.
For Business Subscribers in New Zealand: This Agreement shall be governed by the laws of New Zealand.

15.2 Dispute Resolution

Any dispute arising out of this Agreement shall be resolved by arbitration:

For Business Subscribers in Singapore: Administered by the Singapore International Arbitration Centre (SIAC) in accordance with its rules.
For Business Subscribers in Australia: Administered by the Australian Centre for International Commercial Arbitration.
For Business Subscribers in New Zealand: In accordance with the Arbitration Act 1996 (NZ). The arbitration shall be conducted by one arbitrator in English. The decision shall be final and binding.

15.3 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive relief to protect its intellectual property rights or confidential information.

16. GENERAL PROVISIONS

16.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements, proposals, or representations.

16.2 Modification

Nollie may modify these Terms with notice of material changes posted on our website or by email. Continued use of the Service after such notice constitutes acceptance of modified Terms.

16.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all assets.

16.4 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond reasonable control, including acts of God, war, terrorism, riots, fire, natural disaster, pandemic, or governmental action.

16.5 Notices

Notices must be in writing and sent by email. Notices to Nollie shall be sent to team@nollie.com. Notices to Business Subscriber shall be sent to the contact information provided during the subscription process.