Terms & Conditions

Last updated: November 2025

1. Introduction

1.1 These Terms and Conditions (“Terms”) govern the use of the software-as-a-service platform known as Olmo (the “Service”) provided by Nook Ideas Limited, a company incorporated in Scotland (Company No. SC741429) whose registered office is at Clyde Offices 2nd Floor, 48 West George Street, Glasgow, Scotland, G2 1BP (“Olmo”, “we”, “our”, or “us”).

1.2 By registering for, accessing or using the Service, the organisation or individual entering into this agreement (the “Customer”) agrees to be bound by these Terms. If you are entering into this agreement on behalf of a company, partnership or authorised mortgage brokerage, you represent that you have authority to bind that entity.

1.3 These Terms form a binding legal agreement between Olmo and the Customer. If the Customer does not agree, the Customer must not use the Service.

1.4 Olmo may update these Terms from time to time. Any material changes will be notified by email or via the Service dashboard. Continued use of the Service after the effective date of an update constitutes acceptance of the revised Terms.

2. Definitions

In these Terms, the following expressions have the meanings set out below.

“Account” means the online account established by or for the Customer to access and use the Service.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Agreement” means these Terms together with any Order Form or commercial schedule agreed in writing between Olmo and the Customer.

“Confidential Information” means information of a confidential or proprietary nature disclosed by one party to the other, including trade secrets, technical data, source code, customer lists, business plans, and financial information.

“Customer Data” means all data, documents, text, images, personal data, mortgage information, identity documentation, bank statements, financial details and case notes uploaded to or generated within the Service by or on behalf of the Customer.

“Data Protection Legislation” means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and any other applicable data-protection or privacy laws in the United Kingdom.

“Effective Date” means the date the Customer first accesses the Service or the date specified on the Order Form, whichever is earlier.

“Fees” means all subscription, usage, and other charges payable by the Customer under this Agreement.

“Order Form” means any electronic or written order specifying the Service to be provided by Olmo, including subscription tier, pricing, and term.

“Service” means the Olmo software platform, applications, APIs, integrations, and related hosting infrastructure made available by Olmo.

“Sub-processor” means any third-party data processor engaged by Olmo to assist in providing the Service (for example, AWS, Yoti, and other integration partners).

“Term” has the meaning given in clause 10 (Term and Renewal).

“Trading Name” — “Olmo” is the trading name of Nook Ideas Limited.

3. Scope of Agreement and Service Description

3.1 Olmo provides a cloud-based software platform designed to support mortgage-broker businesses in managing customer relationships, sourcing mortgage and protection products, conducting KYC/AML checks, and storing related documentation.

3.2 The Service is provided on a subscription basis. Subject to the Customer’s payment of Fees and compliance with this Agreement, Olmo grants the Customer a non-exclusive, non-transferable right during the Term to access and use the Service for its internal business purposes.

3.3 Olmo may modify, enhance, or update the Service from time to time, including adding or removing features. Where a change materially reduces core functionality, Olmo will give the Customer at least 30 days’ notice.

3.4 Nothing in this Agreement transfers ownership of any intellectual property in the Service to the Customer. All rights, title and interest in the Service, including all software, documentation, design, and know-how, remain the property of Olmo or its licensors.

3.5 The Service is not a substitute for professional advice. Olmo does not provide mortgage, credit, insurance or investment advice and is not authorised or regulated by the Financial Conduct Authority (“FCA”) to carry on any regulated activity. The Customer is solely responsible for ensuring that its use of the Service complies with all applicable FCA rules and that all advice, recommendations or communications to end-clients are made under its own regulatory permissions.

3.6 The Service may include integrations with third-party platforms such as Twenty7Tec, iPipeline, and Yoti. Use of those integrations is subject to the terms and privacy policies of those third parties, and Olmo is not responsible for their content or performance.

3.7 Olmo will provide reasonable technical and operational support as described in its documentation. Enhanced support levels may be agreed separately in writing.

3.8 Olmo will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding planned maintenance windows or emergency downtime. Olmo will endeavour to provide advance notice of scheduled maintenance.

4. Account Creation and Access Control

4.1 The Customer must ensure that all registration information provided to Olmo is accurate, current and complete and must keep such information updated.

4.2 Access credentials (usernames, passwords, API keys or tokens) must be kept secure and confidential. The Customer is responsible for all activities that occur under its Accounts.

4.3 The Customer must promptly notify Olmo of any unauthorised use or suspected compromise of any Account credentials. Olmo reserves the right to suspend access to protect the security of the Service.

4.4 The Customer may create sub-accounts for its authorised users (for example, individual brokers, administrators, or compliance officers). The Customer must ensure that each authorised user complies with these Terms.

4.5 The Customer must not share login credentials between individuals and must deactivate access for any user who ceases to be authorised.

4.6 Olmo may implement security controls such as two-factor authentication, IP-based access limits, or encryption requirements. The Customer agrees to implement reasonable measures within its control to maintain security of Customer Data, including ensuring that its own devices and networks are protected against malware and unauthorised access.

4.7 Olmo reserves the right to suspend access where the Customer’s use poses a material risk to security, performance, or other customers. Olmo will give notice and cooperate to restore service once the issue is resolved.

5. Fees, Billing and Payment

5.1 Fees – The Customer will pay the subscription and usage fees set out in the applicable Order Form or pricing schedule. All Fees are exclusive of VAT or other applicable taxes, which will be added at the prevailing rate.

5.2 Payment Terms – Unless otherwise agreed in writing, Fees are payable monthly in advance by direct debit or other approved electronic method. All invoices are due within 30 days of the invoice date.

5.3 Overdue Amounts – If any undisputed Fees remain unpaid after the due date, Olmo may charge interest on the overdue sum at 4 % per annum above the Bank of England base rate from the due date until payment is received. Olmo may also suspend access to the Service after providing written notice of non-payment and allowing a 7-day cure period.

5.4 Automatic Renewal – Unless the Customer provides written notice of non-renewal at least 60 days before the end of the then-current term, the Agreement will automatically renew for successive twelve-month periods at the prevailing subscription rate.

5.5 Price Changes – Olmo may amend pricing on renewal by giving the Customer at least 60 days’ written notice prior to the renewal date. If the Customer does not accept a price change, it may provide written notice of termination before the renewal date; continued use thereafter constitutes acceptance of the new pricing.

5.6 Upgrades / Downgrades – The Customer may upgrade its subscription tier at any time, with Fees adjusted pro-rata for the remainder of the term. Downgrades take effect at the next renewal date unless otherwise agreed.

5.7 Refunds – Except as expressly stated in this Agreement or required by law, all Fees are non-refundable, including for partial months of Service, unused features, or early termination.

5.8 Taxes – The Customer is responsible for all taxes, duties or similar governmental charges associated with its use of the Service, other than taxes based on Olmo’s net income.

6. Acceptable Use and Restrictions

6.1 The Customer must not:
(a) copy, modify, or create derivative works of the Service;
(b) reverse engineer, decompile, disassemble, or attempt to derive source code;
(c) use the Service to store or transmit malicious code;
(d) use the Service for unlawful, misleading, or defamatory purposes; or
(e) access the Service to build a competing product.

6.2 The Customer shall ensure that all data input into the Service complies with applicable laws, including the Data Protection Legislation and the FCA Handbook.

6.3 Where the Service allows free-text case notes or document uploads, the Customer is solely responsible for the content entered. The Customer must not include unnecessary special category personal data (for example, racial or ethnic origin, health information, or political opinions) unless strictly required for lawful mortgage or insurance purposes.

6.4 Olmo may monitor usage for compliance and to ensure system security but will not access Customer Data except as necessary to provide the Service or comply with law.

6.5 Any breach of this clause constitutes a material breach and may result in immediate suspension or termination of access.

7. Customer Responsibilities and Regulatory Obligations

7.1 The Customer is solely responsible for:
(a) obtaining and maintaining any FCA authorisations or permissions required for its business;
(b) ensuring that all advice, communications and recommendations provided to its end-clients comply with FCA and other applicable regulations; and
(c) the accuracy, quality, integrity and legality of all Customer Data.

7.2 Olmo is not responsible for verifying mortgage suitability, affordability assessments or any regulated financial advice provided by the Customer. The Service is a technology tool only and does not perform or replace regulated activities.

7.3 The Customer acknowledges that Olmo does not represent or warrant that use of the Service will guarantee compliance with any regulatory or record-keeping requirements.

7.4 The Customer shall defend, indemnify and hold harmless Olmo from any claim, fine or expense arising out of the Customer’s breach of FCA regulations or failure to obtain required permissions.

8. Data, Security and Sub-processors

8.1 Ownership – All Customer Data remains the property of the Customer. Olmo will not claim any ownership rights.

8.2 Role of the Parties – For the purposes of the UK GDPR:
Olmo acts as Controller for data relating to its own relationship with the Customer (for example, billing, user administration and marketing); and
Olmo acts as Processor for Customer Data processed within the Service on behalf of the Customer.

8.3 Hosting and Sub-processors – The Service is hosted in the AWS UK region. Olmo may engage reputable Sub-processors (for example, AWS, Yoti, and integration partners) to support delivery. A current list will be available on request.

8.4 Security – Olmo implements industry-standard technical and organisational measures to protect Customer Data, including encryption in transit and at rest, access controls and monitoring.

8.5 Data Transfers – Olmo will not transfer Customer Data outside the UK without ensuring appropriate safeguards in accordance with Data Protection Legislation.

8.6 Data Breach Notification – In the event of a personal-data breach, Olmo will notify the Customer without undue delay and cooperate in accordance with the UK GDPR.

8.7 Data Retention – Customer Data will be retained for the duration of the subscription and deleted within 90 days of termination unless otherwise required by law.

8.8 Back-ups – Olmo maintains regular encrypted back-ups for business-continuity purposes. The Customer remains responsible for exporting and archiving its own data as needed.

8.9 Customer Cooperation – The Customer must ensure that all its users handle data responsibly and must promptly inform Olmo of any suspected misuse or security incident.

9. Confidentiality and Mutual NDA

9.1 Definition – “Confidential Information” means all non-public business, technical or financial information disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential or would reasonably be understood to be confidential.

9.2 Obligations – The Recipient shall:
(a) use Confidential Information only for performing this Agreement;
(b) restrict disclosure to those of its employees, officers, agents and professional advisers who need to know it for that purpose and are bound by obligations of confidentiality; and
(c) protect the Discloser’s Confidential Information using the same degree of care as it uses for its own, but not less than reasonable care.

9.3 Exclusions – Confidential Information does not include information that:
(a) is or becomes public other than through breach of this Agreement;
(b) was lawfully known to the Recipient before disclosure;
(c) is independently developed without reference to the Discloser’s information; or
(d) is required to be disclosed by law, court order or regulator (provided the Recipient gives prompt notice where lawful).

9.4 Duration – These confidentiality obligations survive for five (5) years after termination of the Agreement.

9.5 Mutual NDA Status – This clause constitutes a binding mutual non-disclosure agreement between the parties for all information exchanged before, on or after the Effective Date in connection with evaluation, negotiation, and performance of the Service. No separate NDA is required.

10. Intellectual Property

10.1 All intellectual-property rights in the Service, documentation, user interface, integrations, and underlying software are owned by or licensed to Olmo.

10.2 The Customer retains ownership of its own data and content but grants Olmo a limited licence to host, process and display Customer Data solely to provide and improve the Service.

10.3 Nothing in this Agreement transfers ownership of either party’s pre-existing intellectual property.

10.4 The Customer shall not remove or obscure any copyright, trademark or proprietary notices from the Service or materials provided by Olmo.

11. Term and Termination

11.1 Term – This Agreement begins on the Effective Date and continues for the initial subscription period stated on the Order Form, automatically renewing for successive twelve-month terms unless cancelled with sixty (60) days’ prior written notice.

11.2 Termination for Cause – Either party may terminate immediately by written notice if:
(a) the other materially breaches this Agreement and fails to remedy within 30 days of written notice; or
(b) the other becomes insolvent or ceases business.

11.3 Termination for Convenience – The Customer may terminate at any time by written notice, but no refund of prepaid Fees will be given unless required by law.

11.4 Effect of Termination – Upon termination:
(a) the Customer’s right to access the Service ceases;
(b) all unpaid Fees become immediately due; and
(c) Olmo will delete or return Customer Data within 90 days, subject to lawful retention obligations.

11.5 Survival – Clauses relating to confidentiality, data-protection, intellectual property, liability, governing law and any other provision intended to survive termination shall remain in effect.

12. Liability and Indemnity

12.1 No Indirect Loss – Neither party is liable for any indirect, consequential or special loss, including loss of profits, revenue, data or goodwill.

12.2 Liability Cap – Except as set out in 12.3, each party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total Fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.

12.3 Unlimited Liability Exceptions – Nothing limits or excludes liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) deliberate misconduct; or
(d) breach of Data Protection Legislation resulting from proven negligence.

12.4 Customer Indemnity – The Customer shall indemnify Olmo against any claim or regulatory action arising from the Customer’s use of the Service in breach of FCA requirements, these Terms, or applicable law.

12.5 Olmo Indemnity – Olmo will defend and indemnify the Customer against any claim alleging that the Service infringes a valid UK intellectual-property right, provided the Customer promptly notifies Olmo and allows Olmo sole control of the defence.

13. Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, labour disputes, internet failures or government actions, provided that the affected party promptly notifies the other and uses reasonable efforts to resume performance.

14. Notices

Notices under this Agreement must be in writing and delivered by email or recorded post to the addresses stated on the Order Form (or such other address notified in writing).

15. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or communications relating to the same subject matter. Any variation must be in writing and signed by both parties.

16. Assignment

Neither party may assign or transfer this Agreement without the prior written consent of the other, except that Olmo may assign to an affiliate or successor in connection with a merger or sale of business.

17. Governing Law and Jurisdiction

17.1 This Agreement and any dispute or claim arising from it shall be governed by and construed in accordance with the laws of Scotland.
17.2 Each party submits to the exclusive jurisdiction of the Scottish courts for any such dispute.

18. Contact Information

For questions or notices relating to this Agreement, contact:
Olmo – Legal Enquiries
Nook Ideas Limited
Clyde Offices, 2nd Floor, 48 West George Street, Glasgow, G2 1BP, Scotland
Email: fraser@nookideas.com