Terms of Service

These are the legal terms that govern your use of Native Keeper. We've tried to make them readable. The summary below is for convenience only — the numbered sections below are what's legally binding.

Who you're contracting with: NeonStack Ltd, a UK company, trading as Native Keeper.

What you're getting: Access to the Native Keeper HR and workforce compliance platform.

What you owe us: The fees for your plan (if any), paid on time, plus following these Terms.

What we owe you: Best-efforts reliable service; the specific guarantees below (price lock, easy cancellation, free data export, no forced lockout); the security and data-protection commitments in our DPA.

Your data is yours. You can export and delete it any time. Cancelling is one click. No dark patterns.

Limits. Our liability is capped. Some warranties are excluded. Read Sections 15 and 16.

Governed by: The laws of England and Wales, with your local consumer rights preserved.

1.1 The Agreement

These Terms of Service (these "Terms") form a binding agreement between you and NeonStack Ltd, a company registered in England and Wales under company number 16933096, with its registered office at The North Colchester Business Centre, 340 The Crescent, Colchester, England, CO4 9AD, trading as Native Keeper ("Native Keeper", "we", "us", or "our").

By creating an account, accessing, or using the Native Keeper service at nativekeeper.com or any subdomain (the "Service"), you agree to these Terms. If you don't agree, you may not use the Service.

1.2 Other documents that form part of the Agreement

These Terms incorporate the following documents by reference. Together they form the "Agreement" between you and us:

The Privacy Policy

The Data Processing Agreement (DPA) (which applies to your use of the Service to Process Personal Data about your employees, workers, contractors, or other individuals)

The Acceptable Use Policy (AUP)

The Cookie Policy

Any plan, pricing, or order details specific to your subscription

Any additional terms presented to you at the time of using a specific feature

If there is a conflict between these Terms and any incorporated document, these Terms prevail unless the other document expressly says otherwise. The DPA prevails in respect of the Processing of Personal Data.

1.3 Who can accept these Terms

You may only use the Service if you can form a legally binding contract under applicable law. If you are using the Service on behalf of an organisation, you represent that you are authorised to bind that organisation, and references to "you" in these Terms refer to both you personally and that organisation.

If you are under the age of 18, you may not use the Service.

1.4 Changes to these Terms

We may change these Terms from time to time. When we do:

Material changes (changes that materially reduce your rights or increase your obligations) will be notified at least 30 days before they take effect, by email and by an in-product notice

Non-material changes (clarifications, typo fixes, regulatory housekeeping) take effect when published

The "Last updated" date at the top and the changelog at the bottom always reflect the current version

If you don't agree to a material change, you may stop using the Service before it takes effect and cancel any active subscription per Section 11. Continuing to use the Service after a change takes effect means you accept the updated Terms.

2.1 What Native Keeper is

Native Keeper is an HR and workforce compliance platform. It lets you:

Maintain records about your employees, workers, contractors, and other individuals in your workforce

Track compliance-relevant documents and deadlines (for example, training certifications, right-to-work checks, licences, insurance certificates)

Receive automated reminders for upcoming expiries

Export inspection- and audit-ready reports

Add and remove admin users, sites, and locations

Access additional workforce-management features as they are released

We may add, change, remove, or replace features over time. Section 3 sets out the specific commitments we make about your plan, features, and pricing.

2.2 Plans and features

The Service is offered through several plans, including a free forever plan and paid plans. The specific features, usage limits, and prices for each plan are described on our pricing page at nativekeeper.com/pricing and may be updated from time to time.

Some features are shown on our website as "planned" or "coming soon". These are indicative of our roadmap and are not commitments to deliver by any particular date or in any particular form. We may change our roadmap at any time.

2.3 Beta features

From time to time we may make beta, preview, alpha, or experimental features available ("Beta Features"). Beta Features are:

Provided "as is" and without any warranty

Excluded from any service-level commitment, uptime guarantee, or support SLA

Subject to change or withdrawal at any time, with or without notice

Not part of the Service for the purpose of Sections 10.2 and 16 unless we say so in writing

If you use a Beta Feature, you do so at your own risk.

2.4 Third-party services and integrations

The Service may integrate with third-party services that you choose to connect (for example, payroll providers, single sign-on providers, or webhooks). Those services are provided by third parties under their own terms and privacy policies, and we are not responsible for them. Your use of any integration is at your own risk and subject to the third party's terms.

We advertise Native Keeper with a set of specific promises. This Section makes them contractually binding, subject to reasonable exceptions.

3.1 Price lock

If you subscribe to a paid plan, we will not increase the price of your specific plan tier for as long as your subscription remains continuously active on that tier. This is our "price lock" commitment.

The price lock is subject to the following:

(a) Applies to the plan tier you subscribed to. If you change plan (up or down), your new tier is charged at its then-current price, and the price lock then applies to that new tier from that point.

(b) Applies to the base subscription price only. It does not lock in any optional add-ons, overage charges, taxes, or third-party fees.

(c) Ends if your subscription lapses. If you cancel, downgrade to free, or your account is terminated (whether by you or by us), the price lock ends. If you resubscribe later, the price lock re-establishes at the then-current price of the tier you resubscribe to.

(d) Regulatory or extraordinary cost changes. We reserve the right to increase locked prices in response to significant, unavoidable, and objectively documentable increases in our own costs (for example, material increases in payment-processor fees, hosting costs, or new taxes that apply to us). We will give at least 60 days' written notice of any such increase, will limit the increase to what is necessary, and will offer you the right to cancel and receive a pro-rata refund of any prepaid fees before the increase takes effect. This exception is not intended to circumvent the price lock but to protect the Service's viability in unusual circumstances.

(e) Voluntary upgrades. If we release new premium features and offer them as an optional upgrade to your plan, opting in is your choice — we will not charge you more for those features unless you choose to add them.

3.2 Feature access across plans

Where our marketing states that features currently offered on any plan tier are available on all tiers ("every feature on every plan"), this applies as follows:

(a) Features currently in the Service are available on every paid tier, subject to usage limits appropriate to your plan (for example, number of employees, number of sites, storage quotas).

(b) The free plan provides a defined subset of features with defined limits, as described on our pricing page.

(c) New features we release later will normally be available on all paid tiers, but we reserve the right to designate a genuinely new feature as premium and available only on higher tiers where doing so reflects its underlying cost or a materially different use case. Any such designation will be clearly disclosed when the feature launches, and existing users will be given a reasonable transition period.

(d) Integrations with third-party services may have their own limits or fees imposed by the third party.

3.3 No forced lockout on overage

If your usage exceeds a limit included in your plan (for example, employee count, storage, or admin seats):

We will notify you and give you a reasonable opportunity to upgrade

We may restrict your ability to add further data in the metered dimension (for example, adding more employees when you exceed a headcount limit)

We may apply overage charges where your plan expressly supports them

We will not lock you out of your existing data or prevent you from exporting it

We will not prevent you from meeting existing regulatory or contractual obligations with respect to data already in the Service

We may suspend your account for non-payment, security incidents, breach of the AUP, or as otherwise permitted under Section 11.3, but not solely because you have exceeded a usage limit.

3.4 One-click cancellation

You can cancel any paid subscription from your account settings, in a single flow, without contacting support, without answering retention questions designed to change your mind, and without waiting for approval. Cancellation takes effect at the end of your current billing period; you retain access until then. You can cancel at any time.

Closing the free plan is equally straightforward and takes effect immediately.

3.5 Free data export on cancellation

Whenever your subscription ends (whether by cancellation, non-renewal, downgrade, or termination), you can export all Customer Content held in the Service:

For at least 30 days after the effective date of termination

At no additional charge

In a commonly used, machine-readable format (currently CSV and/or JSON, with attached files exported as their original format)

You do not need to have an active paid subscription to complete the export. If you need longer than 30 days for a genuine business reason, contact us and we will accommodate reasonable requests.

3.6 Enforceability

The commitments in this Section 3 are legally enforceable. If we ever change or withdraw them for existing customers, we will notify you at least 30 days in advance and offer you the right to cancel and receive a pro-rata refund of any prepaid fees.

4.1 Creating an account

To use most features of the Service, you'll need to create an account. You agree to:

Provide accurate, current, and complete information when registering

Keep your account information updated

Keep your password and authentication credentials confidential

Be responsible for all activity that occurs under your account

4.2 Account security

You are responsible for all activity that occurs through your account, whether or not authorised. We strongly recommend:

Using a strong, unique password

Enabling multi-factor authentication (MFA) where available

Promptly removing admin users who leave your organisation

Notifying us immediately at legal@nativekeeper.com if you suspect any unauthorised access

We are not liable for losses arising from your failure to keep your credentials secure.

4.3 Admin users and team members

If you invite or add other users to your account ("Admin Users"), you:

Are responsible for ensuring Admin Users comply with these Terms and the AUP

Authorise Admin Users, within the permissions you grant them, to access and use your account, including making changes, uploading and deleting data, and incurring usage charges

Will be billed for any usage Admin Users generate that exceeds your plan

Confirm that you have the authority to bind your organisation to these Terms in respect of those Admin Users

We may rely on the apparent authority of any Admin User who appears to act on your behalf.

4.4 Unlimited admins

Your plan permits an unlimited number of Admin Users unless expressly stated otherwise for a specific tier. You remain responsible for their conduct.

4.5 One account per organisation

You may not maintain multiple accounts to evade plan limits, pricing, suspensions, or other restrictions. We may consolidate or close duplicate accounts at our discretion.

5.1 What "Customer Content" means

"Customer Content" means everything you upload to, generate within, or transmit through the Service, including:

Employee, worker, contractor, and other workforce records

Uploaded documents, certificates, licences, and other files

Notes, comments, tags, and configurations you add

Any other information you provide to or transmit through the Service

5.2 Ownership of Customer Content

You retain ownership of all Customer Content. We do not claim any ownership rights in your workforce records, uploaded documents, or any other Customer Content.

5.3 The licence you grant us

To provide the Service, you grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and modify (only to the extent technically necessary) Customer Content solely for the following purposes:

Operating, providing, securing, improving, and maintaining the Service

Performing our obligations under the Agreement, including the DPA

Complying with applicable law and legitimate legal requests

This licence ends when the Customer Content is deleted from the Service, except to the extent retention is required by law or our backup processes (see DPA Section 10).

5.4 Your responsibility for Customer Content

You are solely responsible for Customer Content and for ensuring that:

You have all rights, licences, consents, and permissions necessary for us to process it as set out in this Agreement

It does not infringe any third party's intellectual property, privacy, or other rights

It complies with the AUP and applicable law, including data protection and employment law in the jurisdictions where you operate

Your collection, use, and processing of employee, worker, and contractor data complies with the privacy notice, lawful basis, and consent requirements applicable to those individuals in their jurisdiction

Where you upload Special Category Personal Data (Article 9 UK/EU GDPR — health, disability, trade-union membership, etc.) or criminal-offence data (Article 10 UK GDPR — for example, DBS certificates), you have a valid lawful basis under Article 9 and Article 10 or their equivalent under your local law

We do not pre-screen or monitor Customer Content, but we reserve the right to remove or disable access to Customer Content that we reasonably believe violates the Agreement or applicable law, in accordance with the AUP.

5.5 Data protection

Where you use the Service to Process Personal Data of employees, workers, contractors, or any other individuals, the DPA applies to that processing. The DPA sets out our obligations as Processor and your obligations as Controller. By accepting these Terms and using the Service to hold Personal Data, you also accept the DPA.

5.6 Aggregated and anonymised data

We may generate aggregated, de-identified, or statistical insights from how the Service is used (for example, "the average number of compliance documents tracked per employee is X"). Such insights:

Do not identify you, any employee, or any individual person

Are owned by us

May be used for any lawful purpose, including improving the Service, publishing benchmarks, and marketing

We do not, and we never will, use the content of workforce records to train AI models or to enrich data about identifiable individuals.

5.7 Export and deletion

You can export and delete Customer Content at any time using the tools provided in the Service. On termination of the Agreement, the export and deletion provisions of Section 3.5 and DPA Section 10 apply.

If you send us suggestions, ideas, feedback, or proposals about the Service ("Feedback"), you agree that:

We may use, modify, and incorporate Feedback into the Service without any obligation to you (no compensation, attribution, or confidentiality)

We are not obliged to keep Feedback confidential

You will not assert any intellectual property right against us in respect of Feedback

This doesn't affect your ownership of any Customer Content that you happen to mention when giving Feedback.

7.1 The free plan

The free plan is available at no charge, subject to the limits described on our pricing page. We may change the limits of the free plan from time to time with reasonable notice. Sections 7.2 to 7.7 do not apply to the free plan.

7.2 Fees and pricing

The fees for paid plans are set out on our pricing page at nativekeeper.com/pricing or in your specific order. All fees are stated exclusive of any applicable taxes, which you are responsible for (see Section 7.7).

7.3 Billing cycles

Paid plans are billed in advance on either a monthly or annual cycle, depending on the plan you choose. Annual plans include a two-month discount compared to twelve monthly payments, as described on our pricing page. Your initial billing date is the date you subscribe; subsequent billing dates fall on the corresponding day each month or year.

7.4 Payment

You authorise us (and our payment processor, currently Stripe) to charge your nominated payment method for all fees due. If a payment fails:

We will retry the payment over a reasonable period

We may notify you and ask you to update your payment details

We may restrict addition of new data (consistent with Section 3.3) until payment succeeds

After 14 days of continued failure, we may downgrade your account to the free plan and, after a further reasonable period, terminate the paid portion of your account

Consistent with Section 3.3, we will not lock you out of existing data or prevent you from exporting it solely because of non-payment.

7.5 Automatic renewal

Subscriptions renew automatically at the end of each billing cycle for a further period of the same length and at the then-current rate (subject to the price lock in Section 3.1), unless cancelled before the renewal date.

We will send you a renewal reminder by email before each renewal of an annual subscription, stating the renewal date, the renewal amount, and how to cancel before the renewal.

You can cancel renewal at any time from your account settings (see Section 3.4). Cancellation takes effect at the end of the current billing period; you retain access until then.

7.6 Refunds

Except as expressly required by this Agreement (Sections 3.1(d), 3.6) or by applicable law (Section 7.9):

Monthly subscriptions: Non-refundable. If you cancel mid-month, you retain access until the end of the paid period; no partial refunds.

Annual subscriptions: Non-refundable. If you cancel mid-year, you retain access until the end of the paid period; no partial refunds.

Downgrade to free plan: No refund of the difference.

Termination by us for cause: No refund.

Termination by us not for cause: Pro-rata refund of any prepaid fees for the unused period.

7.7 Taxes

Fees are exclusive of all taxes, levies, and duties (including VAT, sales tax, and any equivalent), which you are responsible for. Where we are required to collect such taxes, we will add them to your invoice. You agree to provide accurate billing and tax information.

7.8 Statutory consumer rights

If you are a consumer based in the UK or EU, statutory rights apply that cannot be excluded. Under UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the EU Consumer Rights Directive, you have a 14-day right of withdrawal from the date of your initial subscription. If you exercise this right within 14 days and have not used the Service in any material way, we will refund the fees paid. If you have started using the Service during the 14-day period, you expressly agree that we may begin providing it immediately and acknowledge that you may lose the right of withdrawal once the Service has been fully performed, or be required to pay for the portion you used.

Nothing in these Terms limits any consumer right that cannot be excluded under applicable law.

7.9 Disputed charges

If you believe you have been incorrectly charged, contact us at hello@nativekeeper.com within 30 days of the charge. We'll investigate and respond within a reasonable time. Initiating a chargeback without first contacting us is a breach of these Terms.

8.1 Permitted use

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service in accordance with the Agreement, your plan, and applicable law.

8.2 Acceptable Use Policy

You must comply with our Acceptable Use Policy. Violations of the AUP are violations of these Terms.

8.3 Restrictions

You may not, and may not permit any other person to:

Reverse-engineer the Service, except where this restriction is prohibited by applicable law

Copy, modify, or create derivative works of the Service

Resell, sublicense, or commercially exploit the Service except as expressly permitted by your plan

Use the Service to build a competing product

Scrape, crawl, or systematically extract data from the Service except via documented APIs and in accordance with their terms

Bypass or attempt to bypass any technical, security, rate-limiting, or access-control mechanism

Use automation to register accounts, upload data, or generate activity at a rate or volume that is not consistent with normal use

Use the Service in a way that imposes a disproportionate load on our infrastructure

Remove, hide, or alter any proprietary notices or attribution required by your plan

Use the Service to hold data unlawfully, including data collected without a lawful basis, data whose retention exceeds your legal permission, or data belonging to individuals whose objections you have not honoured

8.4 Usage limits

Your plan may include limits on employees, admin users, storage, sites, integrations, or other metered resources. Consistent with Section 3.3, if you exceed those limits:

We will notify you and ask you to upgrade

We may apply overage charges where your plan supports them

We may restrict addition of further data in the metered dimension

We will not lock you out of your existing data or prevent you from exporting it

We won't terminate your account for first-time overage without warning, except where overage is part of an abuse pattern under the AUP.

8.5 Regulatory and industry compliance

Native Keeper is a general-purpose HR platform. It is not certified for, or specifically designed to meet, any particular regulatory framework (for example, HIPAA, FedRAMP, industry-specific standards). Where you use the Service in a regulated industry (care, health, financial services, transport, education, etc.), you are responsible for ensuring your use of the Service meets your regulatory obligations. We provide the security and data-protection commitments in the DPA and Security page; you are responsible for determining whether these are sufficient for your particular regulatory context.

9.1 Our IP

The Service, including the Native Keeper software, design, content (other than Customer Content), trademarks, logos, documentation, and all related intellectual property rights, are owned by NeonStack Ltd or our licensors. We reserve all rights not expressly granted to you.

9.2 Your IP

You retain ownership of Customer Content. See Section 5.

9.3 Trademarks

"Native Keeper" and the Native Keeper logo are trademarks of NeonStack Ltd. You may not use them without our prior written permission, except to indicate that you are a customer of Native Keeper.

You may not register any trademark, domain name, or other identifier that is confusingly similar to Native Keeper or NeonStack.

9.4 IP infringement notices

If you believe Customer Content hosted on the Service infringes your intellectual property, send a notice in accordance with the procedure in our AUP.

10.1 Best-efforts availability

We work hard to keep the Service available, secure, and reliable. We aim for high availability but do not guarantee uninterrupted service except where expressly committed under an enterprise service-level agreement (SLA).

10.2 Maintenance and downtime

We may suspend the Service for scheduled maintenance, emergency maintenance, or to address security issues. We will:

Give reasonable advance notice of scheduled maintenance where practical

Try to schedule planned maintenance outside peak hours

Restore the Service as soon as practical

Downtime caused by factors outside our reasonable control (Section 17) is not a breach of these Terms.

10.3 Support

Support is provided at the level appropriate to your plan, as described on our pricing page. General support is via hello@nativekeeper.com.

11.1 Termination by you

You may terminate the Agreement at any time consistent with Section 3.4 by:

Cancelling your subscription from account settings (for paid plans)

Closing your account (for free plans)

Cancellation of a paid subscription stops auto-renewal at the end of the current billing period; you retain access until then. Closing your account immediately terminates the Agreement.

11.2 Termination by us — for convenience

We may terminate the Agreement for any reason on at least 30 days' written notice to you. If we do, we will refund a pro-rata portion of any prepaid fees for the unused period.

11.3 Termination or suspension by us — for cause

We may suspend or terminate your access to the Service, in whole or in part, immediately and without prior notice, if:

You materially breach the Agreement (including the AUP, the DPA, or these Terms) and don't cure the breach within 14 days of notice (where the breach is curable)

You commit an egregious violation of the AUP, in which case no notice or cure period is required

Your payment is significantly overdue (see Section 7.4)

Your use poses a security, legal, or reputational risk to us, our other customers, our infrastructure, or third parties

You become insolvent, file for bankruptcy, enter administration, or cease trading

We are required to do so by law, regulator, or court order

11.4 Effect of termination

On termination, however arising:

Your right to access and use the Service ends at the end of your current paid period (or immediately, for termination for cause)

Any fees already paid are not refunded unless these Terms expressly say otherwise

Any fees accrued before termination remain payable

You can export Customer Content for at least 30 days after termination, at no charge, per Section 3.5

After the export window, Customer Content will be deleted in accordance with DPA Section 10

Any provisions of the Agreement that by their nature should survive termination (including Sections 3.5, 5.6, 6, 7, 9, 12, 13, 14, 15, 16, 17, 18, 19, 20) will survive

11.5 Reinstatement

A terminated account may be reinstated at our discretion. We are not obliged to retain any Customer Content beyond the periods set out in Section 11.4.

12.1 Mutual warranties

Each party warrants that:

It has the legal capacity and authority to enter into the Agreement

It will comply with applicable law in performing the Agreement

12.2 Your warranties

You warrant that:

Customer Content does not violate applicable law, the AUP, or any third-party right

You have obtained all consents, provided all notices, and have all lawful bases required to use the Service to Process any Personal Data, including any Special Category or criminal-offence data

Any information you provide to us (including billing information) is accurate and complete

You are not subject to economic sanctions or located in a sanctioned jurisdiction in a way that would make providing the Service to you unlawful

12.3 Disclaimer

Except as expressly stated in the Agreement, in Section 3, and to the maximum extent permitted by applicable law:

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OPERATION.

WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, MEET YOUR EXPECTATIONS, OR BE COMPATIBLE WITH ANY THIRD-PARTY SERVICE.

This Section does not exclude any warranty or right that cannot be excluded under applicable law (including consumer-protection law), and does not limit our specific commitments in Section 3.

13.1 Your indemnity of us

You agree to defend, indemnify, and hold harmless NeonStack Ltd and its officers, directors, employees, and agents from and against any third-party claim, demand, action, loss, damage, liability, cost, or expense (including reasonable legal fees) arising out of or related to:

Your Customer Content

Your use of the Service in violation of the Agreement or applicable law

Your breach of any representation, warranty, or obligation in these Terms

Your collection, use, or processing of Personal Data of employees, workers, contractors, or other individuals in violation of applicable law

Any claim by an employee, worker, contractor, or other individual that your use of the Service caused them harm

We will notify you promptly of any such claim, let you control the defence (with counsel reasonably acceptable to us), and reasonably cooperate with you. You may not settle any claim that imposes an obligation on us, admits fault on our part, or requires us to pay any sum, without our prior written consent.

13.2 Our indemnity of you

We will defend you against any third-party claim alleging that your authorised use of the Service (excluding Customer Content, Beta Features, and integrations) directly infringes that third party's UK or EU patent, copyright, or trademark, and we will indemnify you against amounts finally awarded in such claim or agreed in settlement.

This indemnity does not apply to claims arising from:

Customer Content

Use of the Service in combination with any product, service, or content not provided by us

Modification of the Service by anyone other than us

Beta Features

Use of the Service in violation of the Agreement

If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may, at our option:

Procure the right for you to continue using the Service

Modify the Service to make it non-infringing

Terminate the affected portion of the Service and refund any prepaid, unused fees

This Section sets out our sole liability, and your sole remedy, for any claim of infringement of third-party intellectual property rights by the Service.

14.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or by access to systems, that is marked as confidential or that a reasonable person would understand to be confidential.

Confidential Information does not include information that:

Is or becomes publicly known through no breach of this Section

Was known by the receiving party before disclosure

Is independently developed without reference to the disclosing party's Confidential Information

Is rightfully received from a third party without confidentiality obligations

14.2 Obligations

Each party will:

Use Confidential Information only as necessary to perform the Agreement

Protect Confidential Information with at least the same care it uses for its own confidential information, and in no event less than reasonable care

Not disclose Confidential Information except to employees, contractors, advisers, and Sub-processors who need to know it and are bound by confidentiality obligations no less protective than this Section

A party may disclose Confidential Information where required by law, regulator, or court order, but will (where legally permitted) give the other party prior notice and reasonable opportunity to seek a protective order.

14.3 Customer Personal Data

Customer Personal Data is governed by the DPA, not this Section, except to the extent the DPA does not address a particular confidentiality issue.

15.1 Exclusions

To the maximum extent permitted by applicable law, neither party will be liable to the other for any:

Loss of profit, revenue, or anticipated savings

Loss of business, business opportunity, or goodwill

Loss of, or corruption of, data (except to the extent caused by our breach of the DPA)

Loss arising from third-party services or integrations not provided by us

Indirect, special, consequential, exemplary, or punitive damages

even if the party has been advised of the possibility of such loss or damage.

15.2 Liability cap

To the maximum extent permitted by applicable law, the total aggregate liability of each party to the other, arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, in any 12-month period, will not exceed the greater of:

(a) the total fees paid by you to us under the Agreement in the 12 months preceding the event giving rise to the claim; or

(b) £100 (one hundred pounds sterling).

15.3 Carve-outs

Nothing in these Terms limits or excludes liability for:

Death or personal injury caused by negligence

Fraud or fraudulent misrepresentation

A party's indemnification obligations under Section 13

Your obligation to pay fees due under the Agreement

Any liability that cannot be excluded or limited under applicable law (including consumer-protection rights that cannot be excluded)

15.4 Allocation of risk

You acknowledge that the fees for the Service have been set in reliance on the exclusions and limitations in this Section, and that these allocations reflect a fair and reasonable allocation of risk between the parties.

Neither party will be liable for any failure or delay in performance (except for the obligation to pay fees) caused by events beyond its reasonable control, including:

Acts of God, natural disasters, fires, floods, earthquakes

War, terrorism, civil unrest, riots

Government action, sanctions, embargoes

Failure or unavailability of the public internet, third-party hosting providers, or telecommunications networks

Pandemics, epidemics, and public health emergencies

Strikes, labour disputes (other than involving the affected party's own workforce)

Cyberattacks and large-scale denial-of-service events not attributable to the party's negligence

The affected party will notify the other promptly and use reasonable efforts to resume performance as soon as practicable.

17.1 Governing law

The Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of England and Wales.

17.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with the Agreement, except that we may bring proceedings to enforce our intellectual property rights or seek injunctive relief in any jurisdiction where infringement or harm occurs.

17.3 Informal resolution first

Before commencing court proceedings, the parties agree to try to resolve any dispute informally by sending written notice to the other and, if requested, attending one good-faith discussion (in person, by phone, or by video) within 30 days of the notice.

17.4 Consumer rights

If you are a consumer (rather than a business), nothing in this Section limits your right to bring proceedings in the courts of the country where you are habitually resident, or to rely on mandatory consumer-protection rules of that country.

18.1 Notices to you

We may give notices under the Agreement by:

Email to the address associated with your account

In-product notice

Posting on our website

You are responsible for keeping your email address current.

18.2 Notices to us

You must give notices under the Agreement to:

Legal, privacy, security, and data-protection matters: legal@nativekeeper.com

General notices, billing, and support: hello@nativekeeper.com

Postal address:

NeonStack Ltd

The North Colchester Business Centre

340 The Crescent

Colchester, England, CO4 9AD

Notices are deemed received: (a) for email, the next business day after sending; (b) for post, two business days after posting first-class in the UK.

19.1 Entire agreement

The Agreement constitutes the entire agreement between you and us regarding the Service and supersedes any prior agreement, understanding, or communication. No representation, warranty, or other statement not contained in the Agreement will have any effect.

19.2 Severability

If any provision of the Agreement is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, or if not possible, severed; the remaining provisions will continue in full force.

19.3 No waiver

A failure or delay in exercising any right under the Agreement is not a waiver of that right. A waiver of any provision is effective only if in writing and signed by the waiving party.

19.4 Assignment

You may not assign or transfer the Agreement or any of your rights or obligations under it without our prior written consent. We may assign the Agreement (in whole or in part) without your consent to:

An affiliate

A successor in connection with a merger, acquisition, restructuring, or sale of assets

Any third party where the assignment does not materially reduce your rights

Any purported assignment in breach of this Section is void.

19.5 No partnership

The Agreement does not create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party may bind the other or hold itself out as authorised to do so.

19.6 Third-party rights

Except as expressly stated in these Terms, a person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of it.

19.7 Export and sanctions

You confirm that you are not located in, ordinarily resident in, or organised under the laws of any country subject to comprehensive UK, EU, or US economic sanctions, and that you are not on any restricted-persons list maintained by those authorities. You will not use the Service in violation of any applicable export-control or sanctions law.

19.8 Counterparts and electronic acceptance

The Agreement may be accepted electronically, and electronic acceptance has the same legal effect as a handwritten signature.

19.9 Language

The Agreement is provided in English. Translations are for convenience only; the English version prevails in case of any conflict.

19.10 Statutory information

NeonStack Ltd is a private limited company registered in England and Wales:

Company number: 16933096

Registered office: The North Colchester Business Centre, 340 The Crescent, Colchester, England, CO4 9AD

Trading name: Native Keeper

For any matter relating to these Terms:

Legal, privacy, security, and data-protection: legal@nativekeeper.com

General enquiries, billing, and support: hello@nativekeeper.com