Terms of Service — Nemora Healthcare Solutions

Template — review before publishing. This document is drafted in plain English and follows conventional UK SaaS terms, but you should have it reviewed by a UK-qualified solicitor before relying on it for paid customers, and especially before any NHS or care-home tender. Update the placeholders highlighted in yellow.

The short version. By using Willow or the Willow Companion app you agree to these terms. We try to keep things simple: use Willow as intended, don't try to break it, respect other people, and tell us if anything goes wrong. We deliver the service as described and stand behind it; we can't promise perfection but we'll do our best to keep it running well.

1. About these terms

These Terms of Service ("Terms") form a legal agreement between you and Nemora Healthcare Solutions Ltd ("Nemora", "we", "us") governing your use of:

The Willow mobile and tablet app (the "App")
The Willow Companion family web app at companion.nemorahealthcaresolutions.com
Our marketing website at nemorahealthcaresolutions.com
Any related services we provide (collectively, the "Service")

By creating an account, downloading the App, signing into the Companion, or otherwise using the Service, you confirm that you accept these Terms. If you do not accept them, please do not use the Service.

2. Who we are

Nemora Healthcare Solutions Ltd, a company registered in England and Wales under company number 17097373, with registered office at 29 Fernwood, Runcorn, Cheshire, WA7 6UT.

3. Eligibility

You must be at least 18 years old to register a Willow Companion account. Willow itself is intended for use by adults living with dementia and their professional or family carers. If you are setting up Willow for someone else who cannot give consent themselves, you confirm that you have the appropriate authority to do so on their behalf (for example, as a registered carer, lasting power of attorney, or under the Mental Capacity Act 2005).

4. Your account

You are responsible for:

Keeping your account credentials confidential
All activity that takes place on your account
Notifying us immediately if you suspect unauthorised access — email info@nemorahealthcaresolutions.com

We may suspend or close accounts that are inactive for 24 months, or that breach these Terms.

5. Subscriptions, plans, and payment

Willow is offered in three plans:

Lite — free; limited features.
Premium — paid monthly subscription for individual residents and families.
Care — per-resident subscription billed to a care home.

The current price of each plan is shown at nemorahealthcaresolutions.com/#pricing. Prices include VAT where applicable, and may change with at least 30 days' notice for existing subscribers.

5.1 Billing

Premium subscriptions purchased through Apple's App Store or Google Play are billed by Apple or Google under their own terms; cancellation goes through those platforms. Care subscriptions are invoiced directly by Nemora; payment terms are 30 days from invoice unless otherwise agreed in writing.

5.2 Refunds

Premium subscribers can cancel at any time and continue to access paid features until the end of the billing period; we don't refund partial months. Care home customers should refer to their order form for refund and termination terms. Statutory rights under UK consumer law are unaffected.

5.3 Free trials

When we offer a free trial, we'll tell you up-front how long it lasts and what happens at the end. You can cancel before the trial ends to avoid being charged.

6. Care-home customers (B2B)

Where a care home subscribes on behalf of residents, the care home is the data controller for resident data and Nemora is the data processor. A separate Data Processing Agreement (DPA) at nemorahealthcaresolutions.com/dpa governs that relationship. Where the care home's order form conflicts with these Terms, the order form prevails.

7. Acceptable use

You agree to use the Service in line with our Acceptable Use Policy. In particular, you must not:

Send threatening, abusive, harassing, defamatory, or unlawful content
Send content that depicts violence, sexual content, or anything that is reasonably likely to distress a resident living with dementia
Use the Service to impersonate any person
Probe, scan, or test the vulnerability of our systems without our prior written permission
Reverse-engineer, decompile, or otherwise attempt to extract the source code of the App, except to the limited extent permitted by section 50B of the Copyright, Designs and Patents Act 1988
Resell, sublicense, or commercially exploit the Service without a written agreement

We may suspend, restrict, or terminate access without notice if you breach these rules.

8. Content you provide

You may provide content to the Service — for example, family messages, photos, audio recordings, life-story details, or names. You retain all rights in the content you provide. By providing it to us, you grant Nemora a non-exclusive, royalty-free, worldwide licence to host, display, transmit, and process that content solely to deliver the Service to you and the resident you've chosen to share it with.

You confirm that you have the right to share any content you provide, and that doing so does not infringe anyone else's rights or break the law.

9. Third-party content within the App

Willow surfaces music, video, photographs and other media from public archives (the Internet Archive, BBC, Europeana, Smithsonian, BFI Player and similar). That content is owned by its respective rights-holders, made available under the terms each archive sets, and is not part of Nemora's intellectual property. Willow links to or embeds this content; we do not redistribute it.

10. Our intellectual property

Nemora and Willow, the Willow logo, and the look-and-feel of the apps and this website are protected by copyright, trade-mark and database rights. These Terms grant you a limited, personal, non-exclusive, non-transferable licence to install and use the App and access the Service for your own non-commercial use (or, if you're a care-home customer, for the residents covered by your subscription). All other rights are reserved.

11. Service availability

We aim to provide the Service with reasonable skill and care, and to keep it available 24/7. We don't promise it will be uninterrupted or error-free. We may need to take it offline occasionally for maintenance or upgrades, and we'll try to give notice for planned downtime.

Some features depend on third-party services we don't control (Apple Push Notifications, Google Firebase Cloud Messaging, Agora video calling, the public archives listed in section 9). If those services have an outage, the related Willow feature may temporarily not work.

12. Medical and clinical disclaimer

Willow is a wellbeing and reminiscence companion app, not a medical device. It is not designed to diagnose, treat, cure, or prevent any disease, including dementia. Nothing in the Service constitutes medical advice. If you have concerns about a person's health, contact a qualified healthcare professional. In an emergency, call 999 (UK) or your local equivalent.

13. Limitation of liability

Nothing in these Terms limits any liability that cannot be limited in law — including liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any matter which it would be unlawful for us to exclude or limit.

Subject to that, to the maximum extent permitted by law:

We are not liable for any loss of profit, business, revenue, anticipated savings, goodwill, or for any indirect or consequential loss
Our total aggregate liability arising out of or in connection with these Terms — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — is limited to the greater of (a) the total amount you have paid Nemora in the twelve (12) months before the claim arose, or (b) £100

Where you are a consumer, your statutory rights under the Consumer Rights Act 2015 are not affected by this section.

14. Suspension and termination

You can stop using the Service and close your account at any time. Premium subscribers can cancel through their app-store account; Care customers should give the notice set out in their order form (typically 30 days).

We can suspend or terminate your access if you breach these Terms, if your payment fails, or if we are required to do so by law. We'll give reasonable notice unless the breach is serious or urgent. On termination, your right to use the Service ends and we'll delete your data in line with our Privacy Policy.

15. Changes to these Terms

We may update these Terms from time to time. If a change is material we'll notify you in the App and by email. Continued use of the Service after a change takes effect means you accept the updated Terms. The "Effective" date at the top of this page always reflects the current version.

16. Governing law and disputes

These Terms are governed by the laws of England and Wales. Disputes will be heard in the courts of England and Wales, except that consumers in Scotland or Northern Ireland may bring proceedings in their local courts. We hope to resolve any concern directly — please email info@nemorahealthcaresolutions.com in the first instance.

17. General

Whole agreement. These Terms, together with our Privacy Policy, Acceptable Use Policy, and (for Care customers) the DPA and order form, are the whole agreement between us.
No waiver. If we don't enforce a right we still have it.
Severability. If any clause is unenforceable, the rest still applies.
Assignment. You can't transfer your rights under these Terms without our consent. We may transfer ours, e.g. as part of a corporate reorganisation.
Third parties. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999.

18. Contact

Questions about these Terms:
info@nemorahealthcaresolutions.com
Nemora Healthcare Solutions Ltd
29 Fernwood, Runcorn, Cheshire, WA7 6UT