Noetis — Terms of Service
Version 1.0 · Effective date: 19 June 2026 · Last updated: 2026-06-19
These Terms of Service ("Terms") are a binding agreement between Final Frame, established in the Netherlands and registered with the Dutch Chamber of Commerce (KvK) under number 92376193, with registered office at Defensie-eiland 110, 3441 VL Woerden, Netherlands, VAT NL004950760B86 ("Noetis", "we", "us"), and the person or entity that registers for, accesses, or uses the Service ("Customer", "you").
By clicking "I agree", creating an account, subscribing, or otherwise using the Service, you accept these Terms. If you accept on behalf of an organisation, you represent that you are authorised to bind that organisation, and "Customer" means that organisation.
If you do not agree, do not use the Service.
1. Definitions
- Service / Platform — the Noetis AI-powered website optimisation platform,
including website hosting, analytics, experimentation (A/B and multivariate testing), AI-generated content, conversion-optimisation features, heatmaps, session recordings, funnels, insights, AI agents, autonomous optimisation, the associated websites, APIs, dashboards and documentation.
- Customer Data — all content, media, text, code, configuration, analytics
and visitor data, end-user data, and other data that Customer or its End Users submit to, or that is collected by the Service on Customer's behalf.
- End User / Visitor — a natural person who visits or interacts with a
website operated by Customer through the Service.
- AI Output — content, recommendations, experiments, edits, copy, images,
layouts or other material generated by the Service's AI systems.
- Order / Subscription — the plan, quantity and term selected by Customer at
sign-up or in an order form.
- Documentation — Noetis's then-current usage documentation.
- DPA — the Data Processing Agreement at
DATA_PROCESSING_AGREEMENT.md. - SLA — the Service Level Agreement at
SERVICE_LEVEL_AGREEMENT.md(applies
to eligible paid/enterprise plans).
2. The Service; accounts
2.1 Provision. Subject to these Terms and payment of applicable fees, Noetis grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription term for Customer's internal business purposes.
2.2 Accounts. Customer is responsible for the accuracy of registration information, for all activity under its account, and for safeguarding credentials. Customer must enable available security controls (including multi-factor authentication) for privileged users. Customer must notify Noetis promptly of any unauthorised use at chris@noetis.nl.
2.3 Beta / preview features. Features designated beta, preview, experimental or "early access" are provided "as is", may be changed or withdrawn at any time, and are excluded from the SLA and from any warranty.
3. Acceptable use
3.1 Customer shall not, and shall not permit any user to: (a) use the Service in violation of law or third-party rights; (b) upload or generate content that is unlawful, infringing, defamatory, or that contains malware; (c) host content that exploits minors, incites violence, or facilitates fraud; (d) reverse engineer, decompile, scrape, or attempt to access the Service's source code or underlying models except to the extent such restriction is prohibited by law; (e) resell, time-share or provide the Service to third parties except as expressly permitted; (f) circumvent usage limits, rate limits, billing, or security controls; (g) use the Service to build a competing product or to train a competing model; (h) submit data the Customer is not lawfully entitled to process.
3.2 Suspension. Noetis may suspend access (in whole or part) where reasonably necessary to prevent material harm, security risk, legal violation, non-payment, or breach of this Section 3, with notice where practicable.
4. AI features (summary; see the AI Usage & Experimentation Policy)
4.1 The Service uses AI systems (including third-party models from OpenAI and Anthropic) to generate content, recommendations and edits.
4.2 AI OUTPUT IS PROVIDED WITHOUT WARRANTY. AI OUTPUT MAY BE INACCURATE, INCOMPLETE, MISLEADING OR OUTDATED. Noetis makes no guarantee of any result, including no guarantee of accuracy, fitness, conversion uplift, revenue, lead generation, sales, SEO ranking, traffic, or AI performance.
4.3 Customer responsibility. Customer remains solely and fully responsible for the review, approval, publication, compliance and legal review of all AI Output before and after it is published, and for the content of its websites.
4.4 Autonomous changes are bounded. The Service only autonomously modifies website elements within the optimisation boundaries Customer configures, and never autonomously modifies Locked Content (see the AI Usage & Experimentation Policy and §5.4). Customer is responsible for configuring those boundaries.
5. Intellectual property; data ownership
5.1 Noetis IP. Noetis and its licensors own all right, title and interest in and to the software, Platform, infrastructure, source code, AI systems and prompts, optimisation engine, templates, algorithms, models (as integrated), designs, and all related intellectual property, including all improvements. No rights are granted except as expressly stated.
5.2 Customer Data ownership. As between the parties, Customer owns all Customer Data, including its content, media, analytics data, customer data and website data. Customer grants Noetis a worldwide, non-exclusive licence to host, process, transmit, display and create derivative works of Customer Data solely to provide, secure, maintain and improve the Service for Customer and as permitted by the DPA.
5.3 AI training restriction. Customer Data shall never be used to train public, shared or third-party AI models. Noetis's third-party model providers are engaged under terms that prohibit training their generally-available models on data submitted through Noetis's API integrations. Noetis may use aggregated, de-identified statistics that do not identify Customer or any individual to operate and improve the Service (e.g. anonymous benchmark intelligence).
5.4 Locked Content. The Service will never autonomously modify the following ("Locked Content"): pricing and pricing pages; legal content; the privacy policy; terms; compliance content; contracts; customer or person names; and legal notices. Changes to Locked Content require explicit Customer action.
5.5 Feedback. Customer grants Noetis a perpetual, royalty-free licence to use feedback and suggestions without restriction or obligation.
6. Third-party services and integrations
6.1 The Service relies on and may interoperate with third-party services, including Vercel (hosting/CDN/compute), Supabase (database, auth, storage), OpenAI and Anthropic (AI models), Stripe (payments), and Customer-authorised integrations such as Google Analytics and Google Search Console, and other external APIs.
6.2 Third-party services are governed by their own terms. Noetis is not responsible or liable for the acts, omissions, availability, security, changes, suspension or discontinuation of any third-party service, including model behaviour, API changes, outages, or pricing changes by such providers. Customer authorises Noetis to transmit Customer Data to subprocessors as described in the DPA in order to provide the Service.
7. Fees, billing and taxes
7.1 Fees. Customer pays the fees for its Subscription and any usage-based charges (including AI-credit top-ups). Payments are processed by Stripe.
7.2 AI credits. Where the Service uses a prepaid AI-credit wallet, Customer's deposit is split into a disclosed platform service fee and the credited wallet balance; usage debits the wallet. Credits are non-refundable except where required by law.
7.3 Taxes. Fees are exclusive of VAT and other taxes, which Customer is responsible for (reverse-charge applies where valid VAT details are provided).
7.4 Non-payment. Overdue amounts may accrue statutory interest and Noetis may suspend the Service after notice.
7.5 Changes. Noetis may change fees for renewal terms with at least 30 days' notice before the renewal date.
8. Term, termination and suspension
8.1 Term. These Terms apply from acceptance until the Subscription ends and all obligations are discharged.
8.2 Termination for convenience. Either party may decline to renew at the end of the then-current term. Customer may cancel as described in the dashboard; cancellation stops future renewals but does not entitle Customer to a refund of prepaid fees except as required by law.
8.3 Termination for cause. Either party may terminate for the other's material breach not cured within 30 days of written notice (or immediately for breach incapable of cure, insolvency, or unlawful use).
8.4 Effect. On termination, Customer's right to use the Service ceases. Customer may export its data via the in-product export prior to termination; Noetis will delete or return Customer Data per the DPA and its retention schedule. Sections that by their nature should survive (IP, confidentiality, liability, indemnity, governing law) survive.
9. Warranties and disclaimers
9.1 Each party warrants it has the authority to enter into these Terms.
9.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. Noetis does not warrant that the Service will be uninterrupted, error-free, or that it will achieve any particular business, marketing, conversion, revenue, lead-generation or SEO result.
10. Limitation of liability
10.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF CUSTOMERS OR CONTRACTS, LOSS OF GOODWILL OR REPUTATIONAL HARM, LOSS OF OR DECLINE IN SEO OR SEARCH RANKINGS, OR ANY DAMAGES ARISING FROM AI OUTPUT OR AI PERFORMANCE, even if advised of the possibility and even if a remedy fails of its essential purpose.
10.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE LESSER OF (a) THE FEES PAID BY CUSTOMER TO NOETIS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) €25,000.
10.3 Carve-outs. The exclusions and cap in §10.1–10.2 do not apply to: (a) liability that cannot be excluded or limited under applicable mandatory law (including liability for death or personal injury caused by negligence, and liability for fraud, wilful misconduct or gross negligence to the extent the law prohibits its exclusion); (b) Customer's payment obligations; (c) Customer's breach of §3 (Acceptable Use) or §5.1 (Noetis IP); or (d) a party's indemnity obligations under §11. Nothing in these Terms limits liability of a controller or processor to a data subject under Article 82 GDPR, which is governed by the DPA and applicable law.
10.4 Basis of the bargain. The parties agree the allocation of risk in this Section reflects the fees and is an essential basis of the bargain.
11. Indemnification
11.1 By Customer. Customer will defend and indemnify Noetis against third-party claims arising from (a) Customer Data; (b) Customer's websites, content, or published AI Output; (c) Customer's use of the Service in violation of law or these Terms; or (d) Customer's failure to obtain required consents or notices from End Users.
11.2 By Noetis. Noetis will defend Customer against a third-party claim that the Service, as provided and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay resulting awards or settlements, subject to the limitations in §10. Noetis's obligation does not apply to claims arising from Customer Data, AI Output, combinations with non- Noetis products, or modifications not made by Noetis.
12. Confidentiality
Each party will protect the other's Confidential Information with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors bound by confidentiality. This does not apply to information that is public, independently developed, or rightfully received from a third party, or to disclosures required by law.
13. Changes to the Terms
Noetis may update these Terms. For material changes, Noetis will provide notice (e.g. by email or in-product) at least 30 days before they take effect and, where required, re-request acceptance. Continued use after the effective date constitutes acceptance.
14. Governing law and disputes
14.1 These Terms are governed by the laws of the Netherlands, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.
14.2 The competent courts of the Netherlands (Rechtbank Midden-Nederland) have exclusive jurisdiction, without prejudice to any mandatory consumer rights to bring proceedings in another forum.
15. General
15.1 Assignment. Customer may not assign these Terms without Noetis's consent; Noetis may assign to an affiliate or in connection with a merger or sale of assets. 15.2 Entire agreement. These Terms, the DPA, SLA and the policies referenced herein are the entire agreement and supersede prior agreements on the subject. 15.3 Order of precedence. In conflict: a signed enterprise order form → the DPA (for data-processing matters) → these Terms → other policies. 15.4 Severability; waiver; force majeure. If any provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver. Neither party is liable for delay or failure due to events beyond its reasonable control. 15.5 Notices. Legal notices to Noetis: chris@noetis.nl and [REGISTERED ADDRESS].
Contact: chris@noetis.nl