Terms of Service

noot8.com  ·  Effective date: 18 June 2026  ·  Version 2.0

1. Definitions

"Noot8", "we", "us", or "our" means the company operating the noot8.com website and supplying the Service.

"Customer" or "Account Owner" means the individual or legal entity that places an order for the Service and is responsible for billing, the Device, and compliance with these Terms by all Authorised Users within their organisation.

"Authorised User" means any individual who accesses the Noot 8 device under the Customer's subscription — typically employees, contractors, or collaborators of the Customer. Authorised Users must accept the End User Agreement before first access (see clause 3.3).

"Device" means the Noot 8 hardware appliance supplied by Noot8 under a subscription, which remains the property of Noot8 at all times.

"Service" means the Noot 8 AI knowledge-base platform, including the Device, NootOS, the Neural Gateway software, OTA updates, cloud query budget, and any associated support.

"Subscription" means the recurring fee paid by the Customer in exchange for access to the Service.

"Noot UI" means the browser-based interface hosted on the Device and accessible to Authorised Users on the local network.

2. Acceptance of These Terms

2.1 Account Owner Acceptance

By placing an order on noot8.com, the Customer confirms that they have read, understood, and agree to be bound by these Terms and our Privacy Policy. Acceptance is recorded at the time of order submission via a mandatory checkbox. No order is processed without acceptance.

If the Customer is placing an order on behalf of a company or other legal entity, they confirm they have authority to bind that entity to these Terms.

2.2 Authorised User Acceptance

Every individual who accesses the Noot UI must separately accept the Noot8 End User Agreement (EUA) before their account is created. Acceptance is captured in-app at first login via a mandatory acknowledgement screen. No access is granted without acceptance.

The Customer is responsible for ensuring that all Authorised Users within their organisation accept the EUA and comply with its terms. The Customer indemnifies Noot8 against any claims arising from an Authorised User's breach of the EUA.

2.3 Updates to These Terms

We may update these Terms from time to time. We will notify the Account Owner by email at least 14 days before material changes take effect. Continued use of the Service after that date constitutes acceptance of the updated Terms. If the Customer does not accept the changes, they may cancel their Subscription before the effective date without penalty.

3. The Service

3.1 What We Provide

The Service is an all-inclusive AI knowledge-base platform delivered as a Hardware-as-a-Service subscription. The Subscription covers:

• the Noot 8 Device (shipped to the Customer's address after order confirmation);

• NootOS — the pre-installed, immutable operating system;

• Neural Gateway software — the local AI stack including document ingestion, visual embedding, and hybrid retrieval;

• a monthly cloud query budget (currently 1,000 queries) processed via Google Gemini on Vertex AI under a strict enterprise Data Processing Agreement;

• OTA software updates delivered automatically over the network;

• hardware warranty and standard support as described in clause 8.

3.2 Remote Onboarding

Following order confirmation, Noot8 will schedule a remote onboarding session with the Account Owner to assist with initial setup, network connection, and document ingestion. Physical trial units are not provided; the subscription begins on the date the Device is delivered to the Customer's address.

3.3 Authorised User Accounts — In-App Acceptance

The Account Owner may invite team members to create Authorised User accounts within the Noot UI. The account creation flow requires each Authorised User to:

• review the Noot8 End User Agreement (EUA);

• review the Noot8 Privacy Policy summary;

• actively check an acceptance box before their account is activated.

Noot8 logs each acceptance event with the user's chosen username, timestamp, and local IP address. The Customer may request an acceptance log at any time by contacting info@noot8.com.

3.4 Cloud Query Processing

When an Authorised User submits a query that requires cloud reasoning, the Noot 8 device transmits only the query text and the relevant retrieved document excerpts to Google Gemini via Vertex AI. Source document files never leave the Device. Processing occurs within the EU under Google's enterprise Data Processing Agreement, with no data retention beyond the request lifecycle and no use of Customer data for model training.

3.5 Service Availability

Local search and retrieval functions operate entirely on-device and are available 24/7 independent of internet connectivity. Cloud query functions require an active internet connection. We target 99.5% availability for cloud query routing but do not guarantee uninterrupted service and are not liable for outages caused by the Customer's internet provider or Google's infrastructure.

4. Subscription & Billing

4.1 Subscription Plans

Monthly plan: €149 per Device per month, billed on the same day each month from the date of Device delivery.

Annual prepaid plan: €1,490 per Device per year, billed in full at the time of order. Equivalent to two months free. Recognised as deferred revenue and earned monthly.

Both plans are all-inclusive: hardware, software, warranty, OTA updates, and the monthly cloud query budget are covered. No setup fee applies.

4.2 Payment

Payment is processed via Stripe. The Customer authorises Noot8 to charge the payment method on file on each billing date. Invoices are issued automatically and sent to the Account Owner's registered email address.

If a payment fails, we will notify the Account Owner and retry after 3 and 7 days. If payment remains outstanding after 14 days, we reserve the right to suspend access to cloud query functions until the outstanding balance is settled. Local search functions continue to operate during a suspension period.

4.3 Price Changes

We will give the Account Owner at least 60 days' written notice of any price increase. The new price takes effect at the next renewal after the notice period. The Customer may cancel before the new price takes effect without penalty.

4.4 Additional Cloud Queries

If an Authorised User's usage exceeds the monthly cloud query budget, additional queries are charged at the then-current overage rate, displayed in the Noot UI. The Account Owner may set a monthly overage cap in the device settings to prevent unexpected charges.

4.5 30-Day Money-Back Guarantee

If the Customer is not satisfied with the Service for any reason, they may request a full refund within 30 days of the Device delivery date. Refund requests must be submitted to info@noot8.com. The Device must be returned in good working condition within 14 days of the refund approval. Noot8 covers return shipping costs for refund-eligible returns.

5. Device — Ownership, Care & Return

5.1 Ownership

The Device remains the property of Noot8 at all times. The Subscription grants the Customer a non-exclusive, non-transferable licence to use the Device for the duration of the Subscription. The Customer may not sell, assign, sublease, or otherwise transfer the Device to any third party.

5.2 Care & Installation

The Customer is responsible for the safe custody of the Device from the moment of delivery. The Customer must:

• install the Device in a secure, ventilated location with a stable power supply;

• connect the Device to a local network via Ethernet or Wi-Fi as instructed;

• not open, disassemble, or physically modify the Device;

• not attempt to flash, replace, or bypass NootOS;

• notify Noot8 promptly if the Device is lost, stolen, or damaged.

5.3 Return on Cancellation

On cancellation or termination of the Subscription for any reason, the Customer must return the Device to Noot8 within 21 days using the prepaid return label we provide. The Device should be returned in its original packaging where possible and in reasonable working condition, accounting for normal wear.

If the Device is not returned within 21 days, or is returned in a condition indicating damage beyond normal wear, Noot8 reserves the right to charge the Customer a replacement cost of €700–800 (the all-in Bill of Materials cost at time of subscription). We will notify the Customer in writing before applying any such charge.

5.4 Hardware Replacement

If the Device develops a fault under normal use, Noot8 will ship a replacement unit and provide a prepaid return label for the faulty unit. Target replacement dispatch is within 3 business days of fault confirmation. The Customer's document index is preserved via encrypted backup to local storage (NAS or USB, configured during onboarding) and automatically restored on the replacement unit.

6. Authorised Users

6.1 Account Owner Responsibilities

The Account Owner is solely responsible for:

• ensuring that only individuals who have accepted the EUA are granted access to the Noot UI;

• managing user accounts, access permissions, and prompt revocation of access when a team member leaves the organisation;

• maintaining the confidentiality of the Device's local access credentials;

• all activity conducted through Authorised User accounts on their Device.

6.2 Number of Authorised Users

The Subscription allows an unlimited number of Authorised Users on the Customer's local network (LAN/Wi-Fi). There are no per-seat fees. Authorised Users must be employees, contractors, or collaborators of the Customer acting within the scope of their engagement.

6.3 Unauthorised Access

The Customer must not share Device access with individuals outside their organisation or make the Noot UI accessible over the public internet without Noot8's prior written consent. Noot8 accepts no liability for data loss or breach arising from the Customer exposing the Device to unauthorised network access.

7. Acceptable Use

The Customer and all Authorised Users must not use the Service to:

• process, store, or query any data that they do not have the legal right to process;

• upload or process special categories of personal data (health data, biometric data, criminal records, etc.) without a documented legal basis and appropriate technical safeguards;

• infringe any third-party intellectual property rights;

• attempt to reverse-engineer, decompile, or extract the source code of NootOS or the Neural Gateway software;

• attempt to circumvent, disable, or tamper with any security or access control feature of the Device;

• use the Service for any unlawful purpose or in violation of applicable EU or Italian law;

• resell, sublicense, or otherwise commercialise access to the Service without Noot8's prior written consent.

Noot8 reserves the right to suspend or terminate access immediately if we have reasonable grounds to believe these rules are being violated, without prejudice to any other remedy available to us.

8. Data & Privacy

8.1 Customer Data

All documents uploaded to the Device by the Customer or Authorised Users (201cCustomer Data201d) are processed and stored locally on the Device. Noot8 does not access, copy, or retain Customer Data on its own servers. Customer Data never leaves the Device except as described in clause 3.4 (cloud query excerpts).

8.2 Personal Data of Authorised Users

Noot8 processes certain personal data about Authorised Users (username, acceptance timestamp, local IP at time of EUA acceptance, and query activity logs retained on-device) for the purpose of operating the Service and maintaining acceptance records. This processing is described in full in the Noot8 Privacy Policy at 

www.noot8.com/privacy-policy.

8.3 Data Processing Agreement

Where the Customer uploads documents containing personal data of third parties (e.g. client records, employee files), the Customer acts as data controller and Noot8 acts as data processor for that data only to the extent that it transits Noot8-supplied infrastructure (i.e. the Device itself). A Data Processing Agreement (201cDPA201d) governing this relationship is available on request at info@noot8.com and is incorporated into these Terms by reference upon execution.

8.4 Google Gemini Processing

Cloud query processing via Google Gemini on Vertex AI is governed by Google's enterprise Data Processing Terms. The Customer acknowledges that query excerpts are transmitted to Google for this purpose and consents to such transmission on behalf of all Authorised Users. Details of this processing are disclosed in the Noot8 Privacy Policy.

9. Warranty & Support

9.1 Hardware Warranty

The Device is covered by a hardware warranty for the full duration of the active Subscription. The warranty covers defects in materials and workmanship under normal use. It does not cover damage caused by misuse, unauthorised modification, liquid damage, or failure to follow installation instructions.

9.2 Software Updates

OTA software updates are delivered automatically and are included in the Subscription. Updates may include model upgrades, security patches, new features, and performance improvements. Noot8 reserves the right to update or modify the software at any time, provided that updates do not materially reduce the core functionality of the Service.

9.3 Support

Standard support is available via email at info@noot8.com. We aim to respond to support requests within 1 business day. Support covers setup assistance, software issues, and hardware fault assessment. It does not cover training on document management practices or third-party software.

10. Intellectual Property

All intellectual property rights in the Service — including NootOS, the Neural Gateway software, the Noot 8 hardware design, and all related documentation — belong to Noot8 or its licensors. These Terms grant the Customer and Authorised Users a limited right to use the Service during the Subscription period only. No rights are transferred.

The Customer retains full ownership of all Customer Data and documents uploaded to the Device. Noot8 claims no rights over Customer Data.

11. Limitation of Liability

To the fullest extent permitted by applicable law:

• Noot8's total aggregate liability to the Customer under or in connection with these Terms shall not exceed the total Subscription fees paid by the Customer in the 12 months preceding the event giving rise to the claim.

• Noot8 shall not be liable for any indirect, consequential, special, or punitive damages, loss of profits, loss of data, or business interruption, even if advised of the possibility of such loss.

• Noot8 is not liable for the accuracy, completeness, or fitness for purpose of AI-generated outputs. The Customer and Authorised Users are responsible for verifying all outputs before relying on them for business decisions.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

12. Cancellation & Termination

12.1 Cancellation by Customer

The Customer may cancel a monthly Subscription at any time with 30 days' written notice to info@noot8.com. The Subscription continues until the end of the current billing period; no partial-month refunds are issued. Annual prepaid Subscriptions may be cancelled with 30 days' notice; unused full months (from the cancellation date) will be refunded pro-rata.

12.2 Termination by Noot8

Noot8 may terminate the Subscription immediately on written notice if the Customer: (a) materially breaches these Terms and fails to remedy the breach within 14 days of notice; (b) becomes insolvent or enters administration; or (c) uses the Service in a way that creates legal risk for Noot8 or third parties.

12.3 Effect of Termination

On termination or cancellation, all Authorised User accounts are deactivated, the Customer must return the Device as described in clause 5.3, and any Customer Data on the Device is not recoverable by Noot8 (it is held locally and the Customer is responsible for their own backups). Clauses 5.3, 8, 10, 11, and 13 survive termination.

13. General

13.1 Governing Law

These Terms are governed by the laws of Italy. Any dispute arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Milan, Italy, unless mandatory consumer-protection law in the Customer's jurisdiction provides otherwise.

13.2 Entire Agreement

These Terms, together with the Privacy Policy, the End User Agreement, and any executed Data Processing Agreement, constitute the entire agreement between Noot8 and the Customer regarding the Service, and supersede all prior agreements and understandings.

13.3 Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

13.4 Assignment

The Customer may not assign their rights or obligations under these Terms without Noot8's prior written consent. Noot8 may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.5 Contact

Email: info@noot8.com

Website: www.noot8.com

© 2026 Noot8. All rights reserved.