These Terms of Service ("Terms") govern access to and use of the Nomli platform, websites, mobile and desktop applications, and related services (collectively, the "Service") provided by Nomli ("Nomli", "we", "us"). By signing an Order Form, executing a Master Services Agreement, or otherwise accessing the Service, you ("Customer") agree to be bound by these Terms.
1. Definitions
"Authorized Users" means employees, contractors, and agents of the Customer whom the Customer permits to access the Service. "Customer Data" means data submitted to the Service by or on behalf of the Customer, including menu, order, customer contact, transaction, and operational data. "Documentation" means the technical and operational documentation Nomli makes available for the Service. "Order Form" means a written ordering document referencing these Terms and setting forth the subscription scope, fees, term, and any negotiated variations. "Subscription Term" means the monthly or annual billing period selected at signup or, for Order Form customers, the period set out in the applicable Order Form.
2. Account and access
Customers may subscribe in either of two ways: (a) through self-serve signup on the Nomli website, in which case these Terms together with the published pricing page form the entire agreement; or (b) under a signed Order Form or Master Services Agreement, in which case the Order Form controls where it conflicts with these Terms. On provisioning, credentials are issued to the administrator designated during signup or contract execution. The Customer is responsible for keeping credentials confidential, for all activity under those credentials, and for ensuring Authorized Users comply with these Terms.
3. License grant
Subject to these Terms and payment of all fees, Nomli grants the Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Service for the Customer's internal business operations and for serving the Customer's diners and end users.
4. Acceptable use
The Customer shall not, and shall not permit any Authorized User or third party to:
- reverse engineer, decompile, or attempt to derive the source code of the Service;
- resell, rent, or otherwise commercially exploit the Service except as expressly permitted;
- use the Service to transmit malware, infringing material, or unlawful content;
- circumvent technical limitations, rate limits, or access controls;
- use the Service to compete with Nomli or to build a competing product;
- send spam, unsolicited messages, or violate applicable e-marketing, anti-spam, or telecommunications law in any jurisdiction;
- attempt to access data, accounts, or tenants other than the Customer's own.
5. Customer Data
As between the parties, the Customer owns all Customer Data and grants Nomli a limited license to host, process, transmit, and display Customer Data solely as necessary to provide the Service, to comply with law, and to produce aggregated, de-identified statistics that do not identify the Customer or any individual. The processing of personal data forms part of the Service and is governed by the Data Processing Addendum, which is incorporated by reference.
6. Fees and billing
Self-serve subscriptions are billed in advance for each monthly or annual period at the published regional price; the first month of a new subscription is free. For Order Form customers, fees, billing cadence, currency, and payment terms are as set out in the Order Form. Unless expressly agreed otherwise:
- fees are payable in advance for each billing period;
- fees exclude VAT, GST, sales, withholding, and similar taxes, which the Customer is responsible for at the applicable rate;
- fees are non-refundable except as expressly stated in these Terms;
- Nomli may suspend the Service if any undisputed amount remains unpaid past its due date, after written notice and a reasonable cure period.
7. Term, renewal, and termination
These Terms commence on signup (or the Order Form effective date) and continue for the Subscription Term. Monthly subscriptions may be cancelled at any time, effective at the end of the current billing period. Annual subscriptions renew for successive annual periods unless cancelled before the renewal date; Nomli will send a renewal notice by email in advance of each annual renewal. Either party may terminate for material breach if the other party fails to cure within 30 days of written notice, and either party may terminate immediately on insolvency or bankruptcy of the other. On termination, the Customer's right to access the Service ends; Nomli will make Customer Data available for export for 30 days, after which it will be deleted in accordance with the Data Processing Addendum.
8. Confidentiality
Each party will protect the other party's confidential information using the same degree of care it uses for its own (and no less than reasonable care). Confidential information may be used only to perform under these Terms and disclosed only to personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than these.
9. Intellectual property
Nomli retains all right, title, and interest in and to the Service, the Documentation, and any improvements, modifications, or derivative works thereof, including all intellectual property rights. No rights are granted other than those expressly stated in these Terms. Customer feedback, suggestions, and submissions about the Service may be used by Nomli without obligation.
10. Support and availability
Nomli provides support and works to keep the Service available on a commercially reasonable-efforts basis, as described in the Support and availability statement. That statement is guidance, not a guaranteed service level: Nomli does not commit under these Terms to a specific uptime percentage or to service credits. Any formal, guaranteed service-level commitment is set out in an applicable Order Form.
11. Warranty disclaimer
The Service is provided "as is" and "as available". Except as expressly set out in these Terms, Nomli disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Nomli does not warrant that the Service will be uninterrupted, error-free, or secure against every possible threat.
12. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages. Each party's aggregate liability arising out of or related to these Terms will not exceed the fees paid by the Customer to Nomli in the twelve (12) months preceding the event giving rise to the claim. Nothing in these Terms limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot be limited by law.
13. Indemnification
Nomli will defend the Customer against third-party claims that the Customer's permitted use of the Service infringes the third party's intellectual property rights, and will pay damages finally awarded or amounts agreed in settlement. The Customer will defend Nomli against third-party claims arising out of (a) Customer Data, (b) the Customer's use of the Service in violation of these Terms, and (c) the Customer's products or services. Indemnity is conditional on prompt notice, sole control of the defense, and reasonable cooperation.
14. Force majeure
Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disruptions, government action, network failures, or denial-of-service attacks.
15. Governing law and disputes
For self-serve subscriptions, these Terms are governed by the laws of Pakistan, and the courts of Lahore, Pakistan have exclusive jurisdiction, without regard to conflict-of-laws rules. An Order Form may specify a different governing law and forum, in which case the Order Form controls. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
16. Changes to these Terms
We may update these Terms from time to time. For material changes that adversely affect the Customer's rights, we will provide at least 30 days' notice by email or in-product notice before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.
17. Miscellaneous
These Terms, together with the published pricing page (for self-serve subscriptions), the Order Form (where one exists), and the Data Processing Addendum, constitute the entire agreement of the parties on the subject and supersede all prior agreements. The Support and availability statement is guidance and is not part of this binding agreement. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets. No waiver is effective unless in writing. These Terms do not create any agency, partnership, joint venture, or employment relationship.
18. Contact
Questions about these Terms or the Service: legal@nomli.co.