1. Introduction and Acceptance

1.1 These Terms and Conditions (“Terms”) govern your access to and use of the website at www.amemorii.com and any related applications, features and services operated by Memorii Ltd, a company registered in England and Wales under company number [Company Number] (“Memorii”, “we”, “us” or “our”). Memorii provides personalised digital eCards and digital memory books created from content supplied by users.

1.2 By accessing the website, creating an account, contributing content, or purchasing a product, you confirm that you accept these Terms and agree to comply with them. If you do not agree, you must not use the service.

1.3 These Terms apply both to registered customers and to contributors invited to add content, as set out in Section 3 below. By uploading any content you accept these Terms whether or not you hold an account.

1.4 We recommend you save or print a copy of these Terms for your records. We may amend these Terms in accordance with Section 24.

2. Definitions

2.1 “Account” means the registered account through which a Customer accesses the service.

2.2 “Content” means any messages, stories, text, photographs, images, audio or other material uploaded, submitted or otherwise made available to the service by a User.

2.3 “Contributor” means any person invited by a Customer, including via a shared link or QR code, who adds Content to a Product without necessarily purchasing it or holding an Account.

2.4 “Customer” means a person who creates and/or purchases a Product through an Account.

2.5 “Product” means a personalised digital eCard, digital memory book or other personalised digital item created through the service.

2.6 “User”, “you” or “your” means any person who uses the service, including Customers and Contributors.

2.7 “User Content” means Content uploaded by a User.

3. Eligibility, Accounts and Contributors

3.1 You must be at least 18 years old, or the age of majority in your jurisdiction, and have the legal capacity to enter into a binding contract, to create an Account or purchase a Product.

3.2 You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify us promptly of any unauthorised use.

3.3 You must provide accurate and complete information when creating an Account and keep it up to date.

3.4 Contributors may be invited by a Customer to add Content to a Product, including through a shared link or QR code. By adding any Content, a Contributor agrees to be bound by these Terms, and in particular by the content warranties in Section 5, the acceptable use rules in Section 8, and the third-party permissions obligation in Section 6, in each case as if a party to these Terms.

3.5 The Customer who initiates a Product is responsible for the invitations they issue and for ensuring that Contributors are aware that Content they add may be incorporated into the finished Product and made available to the Customer.

3.6 We may refuse to create, suspend or terminate any Account at our discretion where these Terms are breached, in accordance with Section 20.

4. The Service

4.1 The service allows Users to create personalised digital Products by uploading and arranging Content, and to invite Contributors to add their own Content before a Product is finalised.

4.2 We may add, modify, suspend or discontinue any part of the service at any time. We will use reasonable efforts to give notice of material changes where practicable.

4.3 The service is provided for personal, non-commercial use unless we agree otherwise in writing, including under any business terms described in Section 22.

4.4 You are responsible for ensuring that your equipment, software and internet connection meet the technical requirements needed to use the service.

5. User Content and Ownership

5.1 As between you and Memorii, you retain all ownership rights in the User Content you upload. We do not claim ownership of your User Content.

5.2 You are solely responsible for your User Content and for the consequences of uploading it. We do not endorse and are not responsible for any User Content.

5.3 You represent and warrant that, for all User Content you upload:

you own the Content or have all rights, licences and permissions necessary to upload it and to grant the licence in Section 7;
the Content does not infringe the intellectual property, privacy, publicity or other rights of any person;
the Content does not breach the acceptable use rules in Section 8 or any applicable law; and
you have obtained all consents required under Section 6 in respect of any identifiable person featured in the Content.
5.4 These warranties are given by every User, including Contributors, at the point of upload.

6. Third-Party Content and Permissions

6.1 Where your User Content includes photographs, images, messages, stories or other material featuring or relating to any person other than yourself, you confirm that you have obtained all necessary permissions and consents from that person (or, where they lack capacity, from a person with authority to consent on their behalf) for the Content to be uploaded, stored, processed and incorporated into a Product.

6.2 You are responsible for ensuring you have a lawful basis to share any personal data of third parties that is contained in your User Content. Memorii acts as a processor of such personal data on your instructions in providing the service, as further described in our Privacy Policy.

6.3 You agree to indemnify Memorii against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with a breach of the warranties in Section 5 or the obligations in this Section 6.

7. Licence to Memorii

7.1 You grant Memorii a worldwide, non-exclusive, royalty-free licence to host, store, back up, reproduce, adapt, format, display, transmit and otherwise process your User Content, in each case solely to the extent necessary to operate, provide, secure and improve the service and to create, store and deliver your Product.

7.2 This licence exists only for as long as your User Content remains on the service and terminates when the Content is deleted, except that we may retain copies as required by law or as needed to resolve disputes, enforce our agreements or comply with our legal obligations, and to the extent that residual copies remain in routine back-ups for a limited period.

7.3 We will not sell your User Content or use it for advertising or for any purpose other than providing and improving the service, except with your consent or as required by law.

8. Acceptable Use and Prohibited Content

8.1 You must not use the service, or upload any Content, that:

is unlawful, defamatory, harassing, threatening, abusive, obscene or hateful;
infringes any intellectual property, privacy, publicity or other right of any person;
contains sexual content involving minors, or any material that sexualises, endangers or exploits a child;
contains personal data of another person shared without a lawful basis or necessary consent;
contains malware, or is designed to disrupt, damage or gain unauthorised access to any system or data;
impersonates any person or misrepresents your affiliation with any person; or
is otherwise objectionable or which we reasonably consider harmful to the service or to others.
8.2 You must not misuse the service, including by attempting to circumvent security, scrape data, overload infrastructure, or use the service for any unlawful or fraudulent purpose.
8.3 We may, but are not obliged to, monitor Content. We may remove or disable access to any Content that we reasonably consider breaches this Section 8, and take action under Section 20.

9. Copyright Complaints and Takedown Procedure

9.1 We respect intellectual property rights and expect Users to do the same. If you believe that Content on the service infringes your rights, you may submit a notice to [Legal/Privacy Contact Email] containing: your contact details; identification of the work you say is infringed; identification and location of the Content in question; a statement that you have a good-faith belief the use is not authorised; and a statement that the information in your notice is accurate.

9.2 On receipt of a valid notice we will review the Content and may remove or disable access to it. We may notify the User who uploaded the Content and, where appropriate, provide them with a copy of the notice.

9.3 We may suspend or terminate the Accounts of Users who repeatedly infringe the rights of others.

10. Purchases, Pricing and Payment

10.1 The price of a Product is as displayed at the time of purchase and is inclusive of applicable taxes unless stated otherwise. We may change prices at any time, but changes will not affect orders already confirmed.

10.2 Payments are processed by our third-party payment provider, Stripe. By making a purchase you agree to Stripe's applicable terms. We do not collect or store your full card or payment details; these are handled securely by the payment provider.

10.3 Your order constitutes an offer to purchase. A contract is formed when we confirm your order or make the Product available, whichever is earlier.

10.4 You are responsible for providing accurate payment and billing information. We may cancel an order where payment is declined, incomplete or suspected to be fraudulent.

11. Delivery of Digital Products

11.1 Products are delivered digitally. On completion, the Product is made available for online access and, where offered, download.

11.2 You will be able to access and download your completed Product while your Account remains active, subject to Section 12 and Section 17. We recommend you download and retain your own copy of any Product you wish to keep permanently.

11.3 We are not responsible for any inability to access or download a Product caused by factors outside our reasonable control, including your equipment, software or internet connection.

12. Cancellation and Refunds

12.1 Our Products are personalised and made to your specification, and are supplied as digital content. The following terms reflect your rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Consumer Rights Act 2015.

12.2 The statutory 14-day right to cancel does not apply to goods that are made to your specification or are clearly personalised, nor to digital content that has begun to be supplied with your prior express consent and acknowledgement that you thereby lose the right to cancel. Because our Products are personalised digital content, by placing an order and consenting to immediate creation and supply you acknowledge that you will lose any right to cancel once creation of the Product has begun.

12.3 This does not affect your legal rights where a Product is faulty, not as described, or not supplied with reasonable care and skill. In such cases you may be entitled to a repair, replacement or refund under the Consumer Rights Act 2015.

12.4 If you believe a Product is faulty or not as described, please contact us at [Legal/Privacy Contact Email] with details, and we will work with you to resolve the matter.

12.5 Any refund we make will be issued via the original payment method through our payment provider.

13. Intellectual Property in the Service

13.1 All intellectual property rights in the service, including the website, software, design, templates, branding, text and graphics (excluding User Content), are owned by or licensed to Memorii and are protected by law.

13.2 We grant you a limited, non-exclusive, non-transferable, revocable licence to use the service for its intended purpose in accordance with these Terms. You may not copy, modify, distribute, reverse engineer or create derivative works from the service except as permitted by law.

13.3 The Products you create for your own personal use may be used, shared and retained by you for personal, non-commercial purposes, subject to the rights of any third parties in the underlying Content.

14. Service Availability and Technical Limitations

14.1 We aim to keep the service available but do not guarantee that it will be uninterrupted, timely, secure or error-free. The service may be unavailable during maintenance, updates, or due to factors beyond our reasonable control.

14.2 We may impose limits on certain features or restrict access to parts of the service without notice or liability, including file size, format or storage limits.

14.3 We do not warrant that the service is compatible with all devices or software, or that defects will be corrected.

15. Loss of Content and Backups

15.1 While we take reasonable technical and organisational measures to protect Content stored on the service, we do not guarantee that Content will never be lost, corrupted or unavailable.

15.2 You are responsible for keeping your own copies of any Content and Products that are important to you. We strongly recommend you download and retain independent copies.

15.3 To the extent permitted by law, we are not liable for any loss of or damage to Content except to the extent caused by our failure to use reasonable care and skill.

16. Privacy and Data Protection

16.1 Our collection and use of personal data is described in our Privacy Policy, which forms part of these Terms and explains your rights under UK GDPR and the Data Protection Act 2018.

16.2 Our use of cookies and similar technologies is described in our Cookie Policy.

16.3 Where you upload personal data relating to other people, you are responsible for having a lawful basis to do so, as set out in Section 6.

17. Duration and Termination by You

17.1 These Terms apply from the moment you first use the service and continue until terminated in accordance with this Section or Section 20.

17.2 You may close your Account at any time. On closure, your right to access the service ends, and your Content and Products may be deleted in accordance with our Privacy Policy, subject to any period needed to complete outstanding orders or comply with legal obligations.

17.3 Before closing your Account, you should download any Products or Content you wish to keep, as they may no longer be accessible afterwards.

18. Limitation of Liability

18.1 Nothing in these Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; any breach of your statutory rights as a consumer; or any other liability that cannot lawfully be limited or excluded.

18.2 Subject to Section 18.1, we are not liable for any loss or damage that is not reasonably foreseeable, nor for any indirect or consequential loss, loss of profit, loss of business, or loss of anticipated savings.

18.3 Subject to Section 18.1, our total liability to you 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 the total amount you paid to us in the twelve months preceding the event giving rise to the claim, or [£ amount].

18.4 We supply the service for domestic and private use. If you use the service for any commercial or business purpose, we have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.

19. Indemnity

19.1 You agree to indemnify and hold harmless Memorii, its officers, employees and agents from and against all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with: your User Content; your breach of these Terms; your infringement of any third-party right; or your misuse of the service.

19.2 This Section 19 survives termination of these Terms.

20. Suspension and Termination by Us

20.1 We may suspend, restrict or terminate your access to the service, or remove any Content, immediately and without liability, if we reasonably believe that you have breached these Terms, that your conduct is unlawful or harmful, or that suspension is necessary to protect the service or other Users.

20.2 Where practicable and appropriate, we will give you notice and an opportunity to remedy a breach before taking action.

20.3 On termination, the licences granted to you end, and Sections concerning intellectual property, warranties, indemnities, limitation of liability and governing law continue to apply.

21. Third-Party Services and Links

21.1 The service relies on third-party providers, including our payment provider and analytics provider. Your use of those services may be subject to their own terms and privacy policies.

21.2 The service may contain links to third-party websites. We are not responsible for the content, policies or practices of any third-party website or service.

22. Business, Organisation and Group Users

22.1 We may in future make the service available to businesses, workplaces, schools, organisations and groups. Where we do, additional or separate terms may apply to those users, and those terms will prevail over these Terms to the extent of any conflict for the relevant use.

22.2 Unless we agree otherwise in writing, the service is provided for personal, non-commercial use, and business use is not permitted under these consumer Terms.

23. Events Beyond Our Control (Force Majeure)

23.1 We are not liable for any failure or delay in performing our obligations where such failure or delay results from events beyond our reasonable control, including failure of utilities, telecommunications or hosting infrastructure, acts of third parties, cyber-attack, or other force majeure events.

24. Changes to These Terms

24.1 We may amend these Terms from time to time to reflect changes in law, regulation or the service. The current version will always be available on the website with the date it was last updated.

24.2 Where changes materially affect your rights, we will take reasonable steps to bring them to your attention. Your continued use of the service after changes take effect constitutes acceptance of the amended Terms.

25. General and Governing Law

25.1 These Terms constitute the entire agreement between you and us in relation to their subject matter and supersede any prior agreement or understanding.

25.2 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

25.3 Our failure to enforce any right or provision is not a waiver of that right or provision.

25.4 You may not transfer your rights or obligations under these Terms without our consent. We may transfer our rights and obligations where your rights are not adversely affected.

25.5 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.

25.6 These Terms and any dispute arising out of or in connection with them are governed by the law of England and Wales. Disputes are subject to the non-exclusive jurisdiction of the courts of England and Wales. If you are a consumer resident elsewhere in the United Kingdom, you retain the benefit of any mandatory protections and the right to bring proceedings in the courts of your home nation.

25.7 You can contact us at [Legal/Privacy Contact Email] or [Registered Address].

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