Terms of Service

1. About these Terms

These Terms of Service ("Terms") are an agreement between Caloreel Ltd, a company registered in England and Wales ("Caloreel", "we", "us", "our"), and the business that creates a Caloreel account ("Customer", "you", "your"). Our company number and registered office are shown on Companies House and on our invoices. You can reach us at support@caloreel.com.

The following documents form part of these Terms:

• our Data Processing Agreement, which covers the personal data of your clients that we process for you;
• our Acceptable Use Policy;
• our Fair Use Policy, which applies to the Unlimited plan.

Our Privacy Policy explains how we handle personal data as a controller, for example your account and billing details. If there is a conflict, the Data Processing Agreement wins on anything to do with personal data we process for you; otherwise these Terms win.

You accept these Terms when you create an account, start a trial or use the Services. If you accept them for a company or partnership, you confirm that you have authority to bind it.

2. Definitions

• Account: your studio's Caloreel account, including every Authorised User added to it.
• Authorised User: a person you give access to your Account using one of your team seats.
• Client: anyone you work with or for through Caloreel, including household contacts, gallery guests and buyers in your Store.
• Client Data: personal data about your Clients (and anyone else) that you or your Clients put into the Services, including data synced from connected services such as Gmail.
• Customer Content: everything you or your Authorised Users upload or create in the Services, including photos, video, brand assets, documents, templates and Client Data.
• Fees: the subscription fees for your Plan and the Store fee.
• Plan: the subscription plan you choose (currently Studio or Unlimited), as described on our pricing page.
• Services: the Caloreel software and related services, including support.
• Store: the features that let you sell prints, wall art, albums and digital downloads from your galleries.
• Subscription Period: the month or year you have paid for.
• Third-Party Services: services we don't control that work with Caloreel, such as Stripe, Google and print labs.

3. Who can use Caloreel

Caloreel is a business tool for professional photographers and studios. You must be at least 18 and use the Services for your business.

A note for sole traders. Many photographers trade as sole traders, and you're very welcome here. Because you use Caloreel for your photography business, you are acting as a business, not as a consumer. That means consumer laws written for personal purchases, such as the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, generally won't apply to your subscription. We've still written these Terms to be fair and readable, and nothing in them limits any right that the law says can't be limited.

4. Your account and team seats

1. Keep your Account details accurate and up to date, including the email address of the account owner.
2. Sign-in is by emailed link or Google, so keep those accounts secure: anyone who controls them can sign in to Caloreel.
3. Each Plan includes a number of team seats (see the pricing page). Each seat is for one named person.
4. You choose each Authorised User's role (for example owner, admin, staff or accountant). You're responsible for what Authorised Users do in your Account, and for removing access when someone leaves.
5. The account owner controls billing and can transfer ownership to another Authorised User. If we receive conflicting instructions, we'll follow the account owner.
6. Tell us straight away at support@caloreel.com if you think someone has accessed your Account without permission.

5. Free trial

1. New studios can try Caloreel free for 14 days. We don't ask for card details to start a trial.
2. During the trial, Studio plan limits apply to storage, seats and video.
3. To keep using Caloreel after the trial, choose a Plan before it ends. If you don't, your galleries, booking pages and client links stop working, and we treat your Account as cancelled at the end of the trial, with the same 30-day export window described in section 8.
4. One trial per business. We may refuse, shorten or end a trial if we reasonably believe it's being misused.
5. The Services are provided free of charge during a trial. Section 17 still applies.

6. Plans and fees

1. Our Plans and current prices are on our pricing page. On the date of these Terms, Studio costs £20 a month or £200 a year, and Unlimited costs £45 a month or £450 a year.
2. Prices are in pounds sterling and include UK VAT. If you're based outside the UK, any tax we have to charge depends on where you are and will be shown before you pay.
3. Every Plan includes every feature. Plans differ in storage, team seats, video hours and support priority, as shown on the pricing page. No Plan shows Caloreel branding to your Clients.
4. Storage, seat and video limits apply to your whole Account. The Unlimited plan's storage is subject to our Fair Use Policy.
5. We may change our prices. We'll give you at least 30 days' notice by email before a new price applies to you, and it will only take effect from your next renewal. If you don't want to continue at the new price, you can cancel before then.

7. Billing and renewal

1. Subscription Fees are paid in advance for each Subscription Period, monthly or yearly, by card or another method we accept. Payments are processed by Stripe.
2. Your subscription renews automatically at the end of each Subscription Period until you cancel. You authorise us to charge the payment method on file for each renewal.
3. If a payment fails, we'll tell you and try again. If it's still unpaid 14 days after the due date, we may suspend your Account until it's paid. We won't delete your data because of a late payment without first giving you notice and the export window in section 8.
4. Upgrades take effect immediately, and we'll charge a prorated amount for the rest of the current Subscription Period. Downgrades take effect at the end of the current Subscription Period. Before downgrading, you'll need to be within the new Plan's limits (for example, under 1 TB of storage for Studio); we're happy to help.
5. Receipts and invoices are available in your Account settings.
6. Fees are non-refundable, except where these Terms say otherwise (for example sections 14.3, 20.3 and 21.2) or where the law requires a refund.
7. If you think we've charged you incorrectly, tell us within 60 days of the charge so we can look into it.

8. Cancellation and your data

1. You can cancel at any time from your Account settings, or by emailing support@caloreel.com from the account owner's email address.
2. Cancellation takes effect at the end of your current Subscription Period. You keep full access until then and won't be charged again.
3. When your subscription ends, your galleries, booking pages, Store and client links stop working for your Clients, and your Account becomes read-only for 30 days. During this export window you can download your photos, client records and documents, or restart your subscription and carry on where you left off.
4. After the 30-day export window, we delete your Customer Content and Client Data from our live systems. Copies held in backups are deleted as those backups expire, within a further 30 days.
5. We may keep records we're required to keep by law (for example invoices and payment records for tax purposes) and data that no longer identifies anyone.
6. Caloreel is a delivery and business platform, not an archive. Please keep your own copies of your original files.

9. The Store

1. To sell through your galleries, you connect your own Stripe account using Stripe Connect and accept Stripe's terms for connected accounts. Stripe processes the payments and pays out to you.
2. You are the seller and merchant of record for every Store sale. The contract for each sale is between you and your buyer. We provide the software, and where you choose lab fulfilment we pass orders to the lab.
3. We charge a store fee of 3% of the total amount the buyer pays for each Store order, after discounts and including any shipping and tax you charge. It applies on every Plan and is deducted automatically through Stripe Connect when the buyer pays. Stripe's own card processing fees are charged by Stripe separately.
4. Lab product, production and shipping costs are payable by you. Where an order is placed through a lab account we hold (for example our Prodigi account), we'll deduct or charge those costs as shown in your Store settings and on the order. Where you use your own lab account (for example with WHCC), the lab bills you directly.
5. As the seller, you are responsible for:
   • setting your prices and telling buyers about them clearly;
   • your own consumer law obligations to your buyers, including pre-contract information, cancellation rights where they apply, and dealing with faulty or damaged items;
   • VAT and any other taxes on your sales;
   • refunds, chargebacks and disputes with your buyers, and any related Stripe fees.
6. The store fee is not refunded when you refund an order, unless the order failed because of a fault in the Services.
7. Lab orders are subject to the lab's production times and terms. Use the order approval step to check crops and products before anything is sent. If a lab makes a mistake, we'll help you raise it.

10. Your content

1. You own your Customer Content. Nothing in these Terms transfers any ownership to us.
2. You give us a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit and display your Customer Content only as needed to provide, secure and support the Services, including making resized versions, watermarked previews and zip files, and sending files to a lab when a Client orders a print. The licence ends when your Customer Content is deleted under section 8.
3. We won't use your photos in our marketing without your permission, and we don't use your photos or Client Data to train artificial intelligence models.
4. You confirm that you own, or have the necessary rights, licences and consents for, everything you upload, including the permission of people who appear in your photos where the law requires it. Our Acceptable Use Policy explains more about consent.
5. You're responsible for your Customer Content and for the terms you agree with your own Clients, including your contracts, licences and usage rights.

11. Client data and data protection

1. For Client Data, you are the controller and we are your processor. Our Data Processing Agreement forms part of these Terms and sets out how we process Client Data on your behalf.
2. You're responsible for having a lawful basis to collect and use Client Data, for giving your Clients a privacy notice, and for any consent you need. That includes consent or another lawful basis under the Privacy and Electronic Communications Regulations 2003 for any marketing emails you send through Caloreel.
3. Emails sent from Caloreel to your Clients are sent on your behalf and in your name. You're responsible for their content.
4. For your own personal data and that of your Authorised Users, we are the controller. Our Privacy Policy explains how we handle it.

12. Acceptable use and fair use

1. You and your Authorised Users must follow our Acceptable Use Policy.
2. Unlimited plan storage is provided for genuine photography business use, as explained in our Fair Use Policy.
3. Don't try to get around Plan limits, access other studios' data, interfere with the Services, or use them to build a competing product.

13. Third-party services

1. Google. If you connect Google, you authorise us to access your Google data as described in our Privacy Policy, only to provide the features you use, such as Google sign-in, Gmail sync, Calendar availability and Meet links. You can disconnect at any time. Google's own terms apply to your Google account.
2. Stripe. Subscription billing and Store and invoice payments are handled by Stripe and subject to Stripe's terms. We never see or store full card numbers.
3. Print labs. Lab fulfilment is provided by independent labs, currently Prodigi and WHCC, under their own terms.
4. We're not responsible for Third-Party Services. If a provider changes or withdraws its service, we may need to change the related feature, and we'll tell you as early as we reasonably can.

14. Availability, changes and support

1. We work hard to keep the Services available, but we can't promise they will be uninterrupted or error-free. We'll give notice of planned downtime where practical.
2. We improve Caloreel regularly and may add, change or remove features.
3. If we make a change that materially reduces the core functionality of your Plan during a period you've paid for, we'll give you at least 30 days' notice. If the change is significant for you, you can cancel and we'll refund the unused part of any prepaid Fees.
4. Support is by email at support@caloreel.com. Unlimited plan customers get priority support, which means their requests go to the front of our queue.

15. Intellectual property

1. We (and our licensors) own the Services, including the software, designs, templates and the Caloreel name and brand. During your subscription we give you a non-exclusive, non-transferable right for you and your Authorised Users to use the Services for your business.
2. You must not copy, modify, resell or sublicense the Services, or reverse engineer them except where the law allows it.
3. Document templates (for example contract templates) are starting points, not legal advice. Have important documents checked by a solicitor (UK) or attorney (US).
4. If you send us feedback or suggestions, we may use them without any obligation to you.

16. Confidentiality

1. Each of us will keep the other's confidential information confidential, use it only for the purposes of these Terms, and share it only with people who need to know it and are bound by similar duties.
2. This doesn't apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law (in which case, where allowed, the disclosing party will give notice).
3. Your Customer Content is your confidential information.

17. Warranties and disclaimers

1. We will provide the Services with reasonable skill and care.
2. Each of us confirms it has the right to enter into these Terms.
3. Apart from what these Terms expressly say, the Services are provided "as is". To the extent the law allows, we exclude all other warranties, conditions and terms, whether implied by statute, common law or otherwise.
4. We don't guarantee any particular business result, and we're not responsible for your relationships, contracts or disputes with your Clients.

18. Limitation of liability

1. Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.
2. Subject to section 18.1, neither party is liable for any loss of profits, revenue, sales, business, goodwill or anticipated savings, or for any indirect or consequential loss, however it arises.
3. If Customer Content is lost or corrupted because of our failure, our responsibility is to use reasonable efforts to restore it from our most recent backup. This is why section 8.6 asks you to keep your own copies of original files.
4. Subject to section 18.1, each party's total liability arising out of or in connection with these Terms in any 12-month period is limited to the greater of (a) the Fees you paid us in the 12 months before the event giving rise to the claim and (b) £100.
5. The limit in section 18.4 does not apply to your obligation to pay Fees or to your indemnity in section 19.1.

19. Indemnities

1. You will indemnify us against losses, damages and reasonable costs (including legal fees) arising from any third-party claim that your Customer Content infringes someone's rights or breaks the law, from your Store sales and dealings with your Clients, or from your breach of the Acceptable Use Policy.
2. We will indemnify you against losses, damages and reasonable costs arising from any third-party claim that your use of the Services in line with these Terms infringes that third party's UK intellectual property rights. This doesn't cover claims caused by Customer Content, Third-Party Services, or changes you make. If such a claim is made, we may modify the Services, get you the right to keep using them, or end your subscription and refund any prepaid Fees for the unused period.
3. The indemnified party must tell the other promptly about the claim, let it control the defence and settlement, and give reasonable help (at the indemnifying party's cost).

20. Suspension and termination

1. Suspension. We may suspend all or part of your Account (for example a single gallery) if we reasonably believe that: you have seriously breached these Terms or the Acceptable Use Policy; your Account poses a security risk to Caloreel or others; Fees are overdue as described in section 7.3; or the law requires it. We'll keep any suspension to what's necessary, tell you why unless the law or safety reasons prevent us, and restore access once the issue is resolved.
2. Termination by us. We may end these Terms by written notice if you materially breach them and don't fix the breach within 14 days of our notice, immediately if the breach is serious or can't be fixed (such as uploading illegal content), or if you become insolvent. We may also stop providing the Services altogether by giving you at least 60 days' notice.
3. Termination by you. You can cancel at any time under section 8. You can also end these Terms by written notice if we materially breach them and don't fix the breach within 14 days of your notice. If you end them for our breach, or we stop providing the Services under section 20.2, we'll refund any prepaid Fees for the unused period.
4. What happens next. The export window and deletion process in section 8 apply when these Terms end, unless we've ended them because of illegal content, in which case we may remove that content immediately and keep records where the law requires. Sections that by their nature should continue (including 8, 10.5, 11, 16, 18, 19 and 23) survive.

21. Changes to these Terms

1. We may update these Terms from time to time. We'll post the new version here with its effective date.
2. If a change materially affects you, we'll give you at least 30 days' notice by email or in the app before it takes effect. If you don't agree with it, you can cancel before the change takes effect, and if you're on an annual Plan we'll refund the unused part of your prepaid Fees.
3. Changes needed to comply with the law, or that are purely editorial, may take effect sooner.

22. General

1. Events outside our control. Neither party is responsible for delays or failures caused by events beyond its reasonable control. This doesn't excuse payment of Fees.
2. Transfer. You may not transfer these Terms without our written consent. We may transfer them to a group company or to a buyer of all or part of our business, and we'll tell you if we do.
3. Notices. We'll send notices to the account owner's email address. Send notices to us at support@caloreel.com.
4. Entire agreement. These Terms (with the documents listed in section 1) are the whole agreement between us about the Services. This doesn't limit liability for fraud.
5. Other terms. If any part of these Terms is found unenforceable, the rest stays in force. A delay in enforcing a right isn't a waiver of it. Nothing in these Terms creates a partnership or agency. No one other than you and us has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

23. Governing law and disputes

1. These Terms, and any dispute or claim arising out of or in connection with them, are governed by the law of England and Wales.
2. If something goes wrong, please contact us first at support@caloreel.com. We'll try to resolve it with you within 30 days.
3. The courts of England and Wales have exclusive jurisdiction, except that either party may seek urgent relief in any court that has jurisdiction.

24. Contact

Questions about these Terms? Email support@caloreel.com.