Master Subscription Agreement

Last updated: November 6th, 2025

This Master Subscription Agreement (“Agreement”) governs access to and use of the services provided by Noloco Limited (“Noloco”, “we”, “us” or “our”).

By signing an Order Form or otherwise using Noloco’s Services, the Customer (“Customer”, “you” or “your”) agrees to this Agreement. Each Order Form referencing this Agreement is fully governed by it upon execution. The individual who accepts or executes an Order Form on behalf of the Customer represents that they are authorised to do so.

1.  Noloco Services

1.1 Provision of Services

Noloco provides a hosted software-as-a-service platform that enables Customers to build, host and manage Projects for internal or external use (the “Services”).

Subject to this Agreement, Noloco grants Customer a non-exclusive, non-transferable, non-sublicensable, limited and revocable licence to access and use the Services during the subscription term specified in the Order Form (“Subscription Term”), solely for Customer’s internal business purposes.

Customer may access written documentation or online materials describing the functionality or technical use of the Services (“Documentation”).

1.2 Updates

Noloco will apply system updates and improvements (“Updates”) automatically as they become available as part of the Services.

1.3 Restrictions

Customer may not, directly or indirectly:

  • modify or create derivative works of the Services;
  • decompile, reverse engineer or otherwise attempt to derive source code;
  • rent, lease, sell, distribute or make the Services available to third parties except as permitted by this Agreement;
  • remove or obscure any proprietary notices; or
  • use the Services in violation of applicable law or third-party rights.

Noloco may suspend or terminate access to the Services for material violations of this section.

2. Customer Responsibilities

2.1 Projects and End Users

Customer is solely responsible for any software, workflows or tools it builds using the Services (“Projects”), and for all activity conducted by its users, clients, or other end users accessing those Projects (“End Users”).

Customer must ensure that any Projects it operates:

  • comply with all applicable laws and regulations;
  • include appropriate terms of use, terms of sale and privacy notices for End Users (“Project Terms”); and
  • are not used in ways that may harm Noloco’s reputation or disrupt the provision of the Services to other customers.

2.2 Accounts

To access the Services, Customer must create an account (“Account”). All personal data collected in relation to an Account is handled in accordance with Noloco’s Privacy Policy.

If Customer designs, operates or maintains Projects for third parties on a commercial basis, it may do so under Noloco’s Expert Plan and must ensure that such third parties establish their own Accounts with Noloco at the appropriate subscription level prior to making the Projects available to End Users.

3. Fees and Payment

3.1 Fees

Customer will pay Noloco the applicable fees described in the Order Form or Subscription plan (“Fees”) in accordance with the stated billing cycle.

Unless separately agreed otherwise:

  • monthly subscriptions are billed in advance for each month;
  • annual subscriptions are billed in advance for each year; and
  • invoices are payable within fourteen (14) days of the invoice date.

All Fees are exclusive of any applicable VAT, sales tax or other governmental charges. Customer is solely responsible for such taxes, other than taxes based on Noloco’s net income.

3.2 Changes to Fees

Noloco may change its price lists from time to time. Existing Customers shall be notified of any change in Fees at least thirty (30) days in advance. If Customer does not accept a change in Fees, Customer may terminate the Agreement in accordance with section 5.

3.3 Non-Payment

Noloco reserves the right to suspend provision of the Services due to any amounts that remain unpaid for more than fourteen (14) days after the payment due date, until such amounts have been paid in full.

4. Noloco Obligations

Noloco shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimises errors and interruptions and shall perform any implementation or support services in a professional and workmanlike manner.

Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, either by Noloco or by third-party providers, or because of causes beyond Noloco’s reasonable control. Noloco shall use reasonable efforts to provide advance notice of any scheduled service disruption.

However, Noloco does not warrant that the Services will be uninterrupted or error-free, nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this section, the Services are provided “as is” and Noloco disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

5. Term and Termination

5.1 Term

This Agreement is valid from the date Customer first agrees to it or executes an Order Form referencing it (the “Effective Date”) and remains in force until terminated in accordance with this section. Each Order Form will specify the applicable Subscription Term.

5.2 Termination by Customer

Customer may terminate any paid subscription by providing written notice at least three (3) days before the end of the current invoicing period. No refund of Fees for the current invoicing period will be offered upon termination by Customer.

5.3 Termination by Noloco

Noloco may terminate this Agreement and any Services provided under it:

  • for convenience, by providing thirty (30) days’ written notice; or
  • for cause, if Customer is in material breach and has not remedied the breach within thirty (30) days of written notice.

5.4 Effect of Termination

Upon termination of this Agreement for any reason:

  • Customer’s right to use the Services ceases immediately;
  • Noloco shall retain Customer Data for thirty (30) days for retrieval; after that, Noloco may delete such data without liability; and
  • Noloco may invoice Customer for reasonable expenses incurred in making Customer Data available for export.

All provisions that by their nature should survive termination shall survive, including confidentiality obligations, warranty disclaimers, indemnities, and limitations of liability.

6. Confidentiality

Each Party agrees to protect the other Party’s confidential information using at least the same degree of care it uses to protect its own information, but no less than reasonable care. Confidential information may only be used to fulfil obligations under this Agreement and may not be disclosed to third parties except as required by law or with written consent.

These obligations survive termination of this Agreement.

7. Data Protection and Security

To the extent Noloco processes any personal data on behalf of the Customer in connection with the Services, Noloco shall do so solely to provide the Services and in accordance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”).

Noloco implements reasonable technical and organisational measures designed to protect such data against unauthorised or unlawful processing, accidental loss, destruction or damage. These measures are aligned with internationally recognised standards such as ISO/IEC 27001. See noloco.io/security for more information.

Noloco will only process Customer personal data in accordance with the Customer’s instructions and as necessary to perform its obligations under this Agreement.

8. Indemnity

Noloco shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any patent, copyright, or misappropriation of any trade secret, provided Noloco is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement. Noloco will not be responsible for any settlement it does not approve in writing.

The foregoing obligations do not apply with respect to portions or components of the Service:
(i) not supplied by Noloco,
(ii) made in whole or in part in accordance with Customer specifications,
(iii) that are modified after delivery by Noloco,
(iv) combined with other products or materials where the alleged infringement relates to such combination,
(v) where Customer continues allegedly infringing activity after being notified thereof, or
(vi) where Customer’s use of the Service is not strictly in accordance with this Agreement.

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Noloco to be infringing, Noloco may, at its option and expense:
(a) replace or modify the Service to be non-infringing while maintaining substantially similar features and functionality;
(b) obtain for Customer a licence to continue using the Service; or
(c) if neither of the foregoing is commercially practicable, terminate this Agreement and refund any prepaid, unused fees for the Service.

9. Limitation of Liability

Notwithstanding anything to the contrary, except for bodily injury of a person, Noloco and its suppliers, officers, affiliates, representatives, contractors, and employees shall not be liable under any theory for:(a) interruption of use or loss or corruption of data;(b) indirect, incidental, special or consequential damages; or(c) any amounts that exceed the fees paid by Customer to Noloco for the Services in the twelve (12) months prior to the act giving rise to the liability.

10. Revisions and Updates

Noloco may revise this Agreement from time to time by posting the updated version on its website at https://noloco.io/msa.

Material updates will be communicated at least thirty (30) days in advance. Continued use of the Services after such date constitutes acceptance of the revised Agreement.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Ireland. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the Irish courts.

12. Entire Agreement

This Agreement, together with all applicable Order Forms and referenced policies, constitutes the entire agreement between Noloco and Customer regarding the Services and supersedes all prior understandings or communications, whether written or oral.

Contact

Questions regarding this Agreement should be directed to sales@noloco.io.