Terms of Service

Who we are, and the agreement

Holder is software for running a practice, provided by Holder Software Ltd (company number 17329477), a company registered in England and Wales with its registered office at 128 City Road, London EC1V 2NX. In these terms, "Holder", "we" and "us" mean that company.

Holder is provided to you as a business user. By creating an account you confirm that you are at least 18, and that you are using Holder for your work as a practitioner or organisation rather than as a consumer. These terms, together with our Privacy Policy and our Data Processing Agreement, form the agreement between us.

Your account

You are responsible for your account and for keeping your sign-in details secure. Where your plan includes additional people — team practitioners or an assistant seat — you are responsible for their use of Holder, and you must make sure each of them keeps to these terms. Anything done through your account is treated as done by you.

The service, plans and early-access features

Holder is offered on the plans described on our pricing page. The service is under active development; features may be added, changed or, occasionally, removed, and some are offered on an early-access basis. We will not make a material reduction to a plan you are paying for without telling you in advance.

Features marked as early-access or beta are still being developed. They are provided as-is, may change or be withdrawn at any time, and may be less reliable than the rest of the service — please use them with that in mind. To the extent the law allows, we are not liable for early-access or beta features.

Fees and billing

Plans are billed monthly or annually in advance. Annual billing is charged at ten months’ price for twelve months’ use — an effective saving of around 17%. If you change plan, the difference is prorated. Fees are exclusive of any applicable taxes, including VAT, which are added where required.

Subscriptions renew automatically for successive periods until cancelled. If a payment fails, we may retry it and, after giving you at least 7 days’ notice, suspend the account until the payment is resolved.

Subscription fees are collected by our payment processor, Stripe. Payments from your own clients run through your own connected Stripe account — see "Payments to you" below.

Free trial

New accounts include a 30-day free trial. No card is required to start, and nothing is charged unless and until you add a payment method and choose to continue. If you don’t continue, your trial account and its contents may be deleted after a reasonable period.

Your content and your clients’ data

You own your content and the records of your clients. As between you and Holder, you are the data controller for your clients’ personal data and Holder is your processor; this is governed by our Data Processing Agreement. We are the controller for your own account, contact, billing and security data, which we handle in line with our Privacy Policy.

Your responsibilities

Holder is a tool for running your practice; you remain responsible for how you run it. In particular:

• •you are responsible for having a lawful basis to hold and use your clients’ data, including any consent required, and for the lawfulness of the messages and content you send or store through Holder;
• •you are responsible for your own professional, regulatory and insurance obligations — including any registration you need (such as your own registration with the ICO) and any professional standards that apply to your practice. Holder does not provide legal, clinical, financial or other professional advice, and is not a substitute for it;
• •you are responsible for the accuracy of what you enter, and for obtaining any permissions you need from your clients;
• •you should keep your own copies of anything important. We take reasonable steps to back up the service for continuity, but our backups are not a substitute for your own records.

Your clients are your clients, not Holder’s. You have the relationship with them, and you are solely responsible for your obligations to them — including putting in place your own client-facing terms and privacy notice. Holder provides the software to you; it does not take on any duty to your clients, and they should look to you, not to Holder, in respect of your practice.

Acceptable use

You agree not to:

• •use Holder for anything unlawful, or to send spam or otherwise abuse the email tools;
• •attempt to access another practice’s data, or to breach the isolation between practices;
• •resell or sublicense the service, or attempt to reverse-engineer it except to the extent the law allows;
• •use the service in a way that harms or disrupts it for others.

Fair use

Some parts of Holder carry real cost and capacity — in particular video sessions, email sending, AI features and storage. We offer these on a fair-use basis: a level of use consistent with normal use by a single practice on your plan.

We may set and publish reasonable limits — for example on video minutes or participants, email volume, AI usage or storage — and we will give notice before applying a new limit that would materially affect you. Where your use is excessive or automated, looks like an attempt to share one plan across several practices, or risks the cost, security or performance of the service for others, we may contact you, apply reasonable limits or throttling, ask you to move to a more suitable plan, or — if the matter is serious or unresolved — suspend the affected feature. We will act reasonably and proportionately, and we won’t use this to avoid providing the service you are paying for.

The video service in particular is intended for facilitator-led sessions within your practice. It is not for broadcasting, resale, or always-on or unattended use.

Contact research

Holder offers an optional feature that researches one of your professional contacts and writes a short brief into your account. If you use it, the following apply.

• •you are the controller of the contacts in your account, and of your decision to research anyone; Holder acts as your processor in providing the feature;
• •you confirm you have a lawful basis to research each contact — ordinarily legitimate interests — that you keep a Legitimate Interests Assessment, and that you have a genuine professional connection to, or interest in, each person you research. You will not use the feature to research people with whom you have no such connection;
• •you will give each researched person the privacy information required by UK GDPR Article 14 when you first contact them and, in any event, within one month of the research — for example, by linking to your privacy notice in your first message. If you decide not to contact someone, delete the brief within that month;
• •you will not use the feature to target or record special-category data, to carry out surveillance, to make solely automated decisions with legal or similarly significant effects, or for any unlawful purpose;
• •briefs are AI-generated and may be inaccurate. You are responsible for reviewing a brief before relying on it, and for correcting or deleting inaccurate information on request.

The indemnity in these terms applies to your use of this feature.

Translations and translation sharing

Holder provides its standard interface text and email templates in English. In other languages, default wording is provided as an AI-generated translation of that standard text, which you can review and edit before it reaches your clients. AI-generated translations may contain errors; you are responsible for reviewing the wording you present to your clients.

Where you translate or correct Holder’s standard text without materially changing what it says, we may use your version as the default wording for other practitioners using Holder in that language. This applies only to translations of Holder’s own standard wording. Anything you write yourself — your own email copy, descriptions, or wording you have changed or added — is yours and is never shared.

Shared translations are not attributed to you and are not linked to your account. Before a translation is shared, it is screened by automated checks, including AI review, to exclude anything specific to you or your practice — such as names, contact details or links — and to confirm it faithfully reflects Holder’s standard wording. Because this screening is automated, you should review the wording shown to your clients in your language, and you can override any default at any time.

To the extent a shared translation attracts intellectual property rights, you grant Holder a perpetual, worldwide, royalty-free, sublicensable licence to use, reproduce, adapt and distribute it as part of the service, and you waive any moral rights in it to the extent the law allows.

You can turn translation sharing off at any time in Settings. This stops any future sharing; translations already in general use contain nothing connected to you and are not withdrawn.

You may also expressly suggest wording of your own as a default translation. If you do, the licence above applies to that suggestion.

Payments to you

Payments from your clients are processed through your own Stripe account and settle to your own bank. Holder is not a party to those transactions and takes no cut of them. Your use of Stripe is governed by Stripe’s own terms, which you accept when you connect your account. You are responsible for your obligations to your clients in respect of those payments.

Third-party services

Holder relies on a number of third-party services to work — including payments (Stripe), email delivery, AI, and video. We choose these carefully, but we don’t control them. Where a third-party service changes, has an outage, or applies its own terms or limits, that may affect parts of Holder, and to the extent the law allows we are not responsible for a third party’s own acts or omissions. Your use of a connected third-party service is also governed by that provider’s own terms.

Availability and events outside our control

We use reasonable efforts to keep Holder available, and to give notice of planned maintenance where practical. A status page is available. Except as expressly set out in these terms, and to the extent the law allows, the service is provided "as is" and we give no other warranties. Nothing in this section affects the terms the law requires us to provide, such as carrying out the service with reasonable care and skill.

We are not liable for any failure or delay caused by events beyond our reasonable control — for example, failures of third-party services or networks, power or internet outages, or cyber-attacks. If such an event continues for a long period, either of us may end the agreement on notice.

Intellectual property

Holder owns the software and everything we provide to operate it. You keep all rights in your own content. Nothing in these terms transfers ownership of one to the other. You grant us only the limited rights we need to host and operate your content in order to provide the service.

Indemnity

You agree to cover us (to indemnify us) against any claim, loss, damage, cost or expense, including reasonable legal costs, that arises from: your content or your clients’ data; your use of Holder; your breach of these terms; or your failure to meet your own legal, professional or data-protection obligations. This includes any such claim brought against us by your clients or by any other third party in connection with your use of Holder or your dealings with them. We will tell you promptly about any such claim, let you take over its defence if you wish, and not settle it without your agreement (not to be unreasonably withheld). This obligation is not subject to the liability cap below.

Liability

Nothing in these terms limits or excludes liability where the law does not allow it to be limited or excluded. This includes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, and for any other liability that cannot lawfully be limited.

Subject to that, and because Holder is provided to business users:

• •we are not liable for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, in each case whether or not it was foreseeable; and
• •our total liability to you arising out of or in connection with the agreement — whether in contract, tort (including negligence), breach of statutory duty or otherwise — is limited, in any 12-month period, to the total fees you paid to Holder for the service in the 12 months before the event giving rise to the claim. Where the claim arises in the first 12 months, the cap is the fees paid up to that point.

This section sets out our entire liability for the service.

Term and termination

You may cancel at any time, effective at the end of your current billing period; you can export your data first, and we return or delete it in line with our Data Processing Agreement.

Either of us may end the agreement on notice if the other commits a serious breach of these terms and, where the breach can be put right, does not put it right within 30 days of being asked to. We may also suspend access immediately where necessary to protect the service or other users, or to comply with the law, and we will restore access once the issue is resolved.

If an account remains suspended and unresolved for 6 months, we may treat it as closed and delete its data in line with our Privacy Policy and Data Processing Agreement; we will email you at least 14 days before we do, and you can export your data in that time.

Changes to these terms

We may update these terms from time to time. Where a change is material, we will give you at least 30 days’ notice by email or in the product before it takes effect. If you continue to use Holder after a change takes effect, you accept the updated terms; if you would rather not, you may cancel before they take effect.

General

These terms, our Privacy Policy and our Data Processing Agreement are the entire agreement between us about the service, and replace any earlier discussions. If there is a conflict between them, the Data Processing Agreement takes precedence on matters of data protection, and otherwise these terms take precedence. If any part of these terms is found to be unenforceable, the rest continues to apply. Neither of us may transfer our rights or obligations without the other’s consent, except that we may transfer them to a company that takes over our business.

Any terms that by their nature should continue after the agreement ends — including those on intellectual property, liability, indemnity and confidentiality — will continue to apply. If you give us feedback or suggestions, we may use them to improve Holder without any obligation to you. Nothing in these terms makes either of us the other’s partner, agent or employee. We give notices to you by email or in the product, and you can reach us at info@holder.cloud.

A person who is not a party to these terms has no right to enforce them, under the Contracts (Rights of Third Parties) Act 1999 or otherwise. In particular, your clients and other third parties have no rights under these terms and must look to you, not to Holder, in respect of your practice and your use of the service. This does not affect any right a person has that cannot be excluded by law.

Governing law and contact

These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Questions about these terms: info@holder.cloud.