Master SaaS & Author Studio Terms of Service

1. Contracting Entity, Operating Divisions & Order of Precedence

These Master SaaS & Author Studio Terms of Service (the "Agreement") constitute a legally binding commercial contract between British Noble (operating through its enterprise software division, British Noble AI, and its individual author production division, British Noble Press) and the subscribing publishing organisation, institutional press, or commissioned author identified on an executed Order Form, Statement of Work, or online workspace registration ("Customer").

Where Customer executes a negotiated Master Subscription Agreement, Enterprise Order Form, or British Noble Press Commission Schedule signed by authorised representatives of both parties, the commercial terms of that executed Order Form shall prevail solely to the extent of any explicit conflict with this Agreement. Incorporated into this Agreement by reference are the Enterprise Data Processing Addendum (BN-DPO-DPA-2026), the Contractual 99.95% Service Level Agreement (BN-OPS-SLA-2026), the Information Security & Cryptography Policy (BN-SEC-ISP-2026), and the Binding BISG-Aligned Responsible AI & Copyright Charter (BN-GOV-RAI-2026). Standardised procurement purchase-order boilerplate submitted unilaterally by Customer after Order Form execution shall have no legal effect.

2. British Noble AI Cloud Subscription Licence & Authorised Users

Subject to timely payment of applicable subscription fees and continuous compliance with this Agreement, British Noble grants Customer a non-exclusive, non-transferable, worldwide, term-bound right during the Subscription Term to access and use The Operating System for Publishing and its licensed modules (Title Intelligence, Publishing Management, Editorial Intelligence, Book Production Studio, Distribution Network across 108 global channels, Sales & Royalties, and Author Management) solely for Customer's internal publishing and catalogue administration operations.

Subscription entitlements scale according to Customer's contracted edition (Growth Publisher, Mid-Market House, or Enterprise & Groups) by authorised internal staff seats, active imprint prefixes, and active ISBN capacity. Connected Author Portal accounts allocated to Customer's contracted authors, volume editors, translators, and literary agents are included within edition thresholds without per-author staff seat surcharges. Customer shall enforce unique user credentials, prevent credential sharing across multiple individuals, maintain SAML 2.0 or multi-factor authentication controls, and shall not reverse-engineer, decompile, benchmark for competitive replication, sub-licence as a commercial service bureau unless licensed under a Certified Partner Addendum, or transmit unlawful or malicious payloads through the Platform.

Where Customer registers for a 14-day, 40-title Live Sandbox evaluation, British Noble grants a temporary, royalty-free evaluation licence solely for internal technical and workflow verification prior to commercial procurement. Sandbox workspaces should not be used for live retail ONIX dispatch or live treasury disbursements until converted to a commercial Subscription Term.

3. British Noble Press Author Studio Scope, Proofs & Milestones

Where Customer commissions bespoke book creation, editorial development, interior typesetting, jacket mechanicals, 254 x 305 millimetre coffee-table monograph production, EPUB 3.3 conversion, or studio audiobook mastering through British Noble Press, deliverables, editorial cadence, format specifications, and milestone schedules are governed by the executed Studio Statement of Work alongside this Agreement.

Every British Noble Press engagement enforces structured human quality gates across six production stages: manuscript architecture (including recorded executive interview synthesis where commissioned), developmental and line copyediting aligned to Oxford or Chicago house style, bespoke typography and cover design, 42-rule automated preflight verification, written galley and proof approval, and 108-channel ONIX 3.1.2 onboarding. No print-ready PDF/X-1a mechanical, hardcover cloth/foil specification, EPUB 3.3 package, or audiobook master is released to offset binderies, regional print-on-demand facilities, or digital retail storefronts without Customer's explicit authenticated sign-off inside the Connected Author Portal.

Following final proof approval, subsequent author-requested textual rewrites or structural layout alterations outside documented printer preflight adjustments are scoped transparently under a written Change Note prior to execution. Wholesale unit or pallet print runs ordered for executive keynotes, institutional gifting, or private events are manufactured at transparent print and freight cost across UK, European, North American, or UAE print hubs.

4. Intellectual Property Ownership & 100% Author Copyright Retention

As between the parties, Customer and its contracted authors retain 100% right, title, and interest, including all worldwide copyright, moral rights, neighbouring rights, and subsidiary rights (encompassing translation, serialisation, book-club, dramatic, film, television, dramatic audio, merchandising, and anthology rights), in and to all Customer Content. "Customer Content" includes all unpublished and published manuscripts, research transcripts, editorial annotations, photography, architectural plates, bespoke illustrations, bibliographic metadata, ISBN blocks owned by Customer, compiled print PDF/X-1a interiors, cover mechanicals, Adobe IDML packages, EPUB 3.3 editions, studio WAV/FLAC audio masters, and royalty accounting ledgers.

In British Noble Press commissions, upon full settlement of the applicable Studio Statement of Work fees, all bespoke editorial refinements, custom interior page layouts, cover designs, and master files created specifically for Customer's work vest exclusively in Customer as commissioned Customer Content, excluding licensed third-party commercial foundry typefaces or stock assets whose foundry EULAs require seat licensing for editable source modification. British Noble claims zero reversion traps, zero option clauses on subsequent books, and zero co-ownership of Customer copyright.

British Noble retains all right, title, and interest in and to the underlying Platform software, relational Single Title Record schemas, 42-rule preflight algorithms, ONIX transformation engines, connector SDKs, visual workspace interfaces, documentation, and British Noble trademarks ("Platform IP"). Customer grants British Noble a strictly limited, revocable, royalty-free operational licence during the Subscription Term solely to host, encrypt, validate, transform, and transmit Customer Content to Customer-selected retail channels, printers, and ERP endpoints in accordance with Customer's explicit workspace configuration.

5. Binding Prohibition on Foundation Model Training & Cross-Tenant Use

British Noble's Binding BISG-Aligned Responsible AI & Copyright Charter forms an enforceable warranty under this Agreement. British Noble shall never use, copy, analyse, license, or permit any sub-processor or foundation-model provider to use Customer Content, unpublished manuscripts, editorial redlines, contributor details, acquisition P&L models, or sales and royalty records to train, pre-train, fine-tune, distil, benchmark, or enrich any machine-learning model, large language model, synthetic voice engine, or generative image system.

All optional assistive diagnostics inside the Platform execute exclusively over stateless, zero-data-retention enterprise endpoints isolated within Customer's designated regional cloud vault. Customer administrators retain unrestricted technical control to disable assistive AI capabilities across the entire tenant, specific imprints, or individual ISBNs governed by restrictive literary-agency clauses without degrading core editorial, prepress, ONIX distribution, or royalty accounting functionality.

6. Commercial Fees, Multi-Currency Invoicing & Royalty Remittance

British Noble AI subscriptions are invoiced annually in advance (or multi-year as stated on an Enterprise Order Form) in Customer's contracted currency: United States Dollars (USD), Pounds Sterling (GBP), Euros (EUR), or United Arab Emirates Dirhams (AED). Unless otherwise specified on an executed Enterprise Order Form, undisputed invoices are payable within thirty (30) calendar days of invoice date via BACS/Faster Payments, SEPA Credit Transfer, NACHA ACH, SWIFT wire, or authorised corporate card. British Noble Press studio engagements are invoiced against the fixed milestone schedule specified in the applicable Statement of Work.

Publishing houses connecting their own direct retailer, distributor, and wholesaler accounts (such as Amazon Vendor Central, Ingram, Gardners, Apple Books, Rakuten Kobo, and OverDrive) receive retail remittances directly from those partners with zero revenue share or per-unit commission payable to British Noble. Where a British Noble Press author elects managed 108-channel distribution through British Noble Press aggregator rails, British Noble Press remits 100% of net channel proceeds actually received from retail and library partners (net solely of direct print-on-demand manufacturing deductions, statutory withholding taxes, and retail partner discounts charged at source) to Customer's verified payout account on a transparent monthly or quarterly settlement schedule.

All stated fees are exclusive of applicable Value Added Tax (VAT), Goods and Services Tax (GST), sales tax, or analogous indirect consumption taxes, which shall be itemised lawfully on invoices. If Customer disputes any portion of an invoice in good faith prior to its due date by submitting written particulars to Legal@BritishNoble.com, Customer shall pay the undisputed balance on time while both parties cooperate diligently for fifteen (15) business days to reconcile the disputed entry without service suspension.

7. Mutual Confidentiality & Pre-Publication Manuscript Embargoes

Each party ("Receiving Party") acknowledges that in connection with this Agreement it may receive non-public technical, literary, editorial, or financial information from the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of publishing operations ("Confidential Information"). Customer's Confidential Information expressly includes all unpublished manuscripts, embargoed frontlist titles, peer-review reports, author contract terms, advance schedules, channel discount rates, royalty statements, and contributor tax identifiers. British Noble's Confidential Information includes non-public security architecture documentation, SOC 2 and CREST reports, pricing schedules, and source code.

Receiving Party shall exercise at least the same degree of care used to protect its own most sensitive proprietary assets, and never less than strict commercial and cryptographic care, to prevent unauthorised disclosure or use of Disclosing Party's Confidential Information. Access shall be restricted strictly to personnel and vetted sub-processors bound by written confidentiality obligations no less protective than this Clause 7. Where Receiving Party is compelled by court order or statutory regulator to disclose Confidential Information, it shall provide prompt prior written notice to Disclosing Party (to the extent legally permissible) and cooperate reasonably in seeking protective embargo orders.

8. Mutual Warranties, Malicious Code Protection & Disclaimers

Each party represents and warrants that it possesses full corporate or individual legal authority to enter into and perform this Agreement without violating any prior obligation. British Noble warrants throughout the Subscription Term that: (a) the Platform will perform materially in accordance with the published Platform Documentation and the Contractual 99.95% Service Level Agreement; (b) ONIX 3.1.2 exports validated by the Platform conform to official EDItEUR schema specifications; (c) British Noble will not materially diminish core security, encryption, or zero-AI-training protections during an active Subscription Term; and (d) British Noble employs commercial-grade anti-malware and supply-chain verification controls designed to keep the Platform free of viruses, trojans, or undocumented backdoors.

Customer warrants that it holds or has lawfully cleared all necessary publishing, reproduction, distribution, and contributor rights in Customer Content uploaded for distribution, and that Customer Content does not wilfully infringe third-party copyright, violate court injunctions, or breach our Business Ethics, Supplier & Partner Code of Conduct. Except for the express warranties set forth in this Agreement and its incorporated Addenda, all services are provided without implied warranties of merchantability, fitness for an unstated purpose, or guaranteed retail sales volume to the maximum extent permitted by applicable statute.

9. Intellectual Property & Publishing Content Indemnification

Indemnification by British Noble: British Noble shall defend Customer and its directors, officers, and employees against any third-party claim, suit, or proceeding alleging that authorised use of the Platform IP infringes any patent, copyright, database right, or trademark, or misappropriates any trade secret, and shall indemnify Customer for all resulting court-awarded damages, reasonable legal costs, and British Noble-approved settlements. Should use of any Platform module become, or in British Noble's reasonable opinion be likely to become, enjoined, British Noble shall at its sole expense either procure continuing licence rights for Customer, modify or replace the affected component with functionally equivalent non-infringing software, or, if neither option is commercially practicable, refund pro-rata prepaid fees for the unexpired Subscription Term.

Indemnification by Customer: Customer shall defend and indemnify British Noble against any third-party claim alleging that Customer Content distributed at Customer's direction infringes third-party copyright, constitutes actionable defamation, or breaches Customer's author or contributor agreements, provided that this obligation shall never apply where an alleged defect arose from unauthorised modification of Customer Content by British Noble.

Indemnification Procedure: Indemnification obligations are conditioned upon the indemnified party providing prompt written notice of the claim (provided delayed notice relieves the indemnifying party only to the extent of material prejudice), granting sole control of the defence and settlement to the indemnifying party (provided no settlement admits fault or imposes non-monetary obligations on the indemnified party without prior written consent), and providing reasonable cooperation at the indemnifying party's expense.

10. Limitation of Liability & Super-Cap Carve-Outs

Subject to the explicit carve-outs tabulated below, neither party shall be liable to the other for any indirect, punitive, special, or consequential damages, or for speculative loss of uncontracted retail profits, whether arising in contract, tort (including negligence), or restitution, even if advised of the possibility of such loss. Balanced enterprise risk allocation across General Claims, Enhanced Data/Security Super-Cap Claims, and Uncapped Statutory Liabilities is governed strictly as follows:

Nothing in this Agreement excludes or restricts any liability that cannot lawfully be excluded under applicable statute, including liability for fraudulent misrepresentation under the laws of England and Wales.

11. Subscription Term, Termination for Cause & Zero-Fee Catalogue Exit

Each Subscription Term commences on the start date specified on the Order Form and continues for the initial twelve-month or multi-year period stated therein. Unless either party delivers written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term, Enterprise and Mid-Market subscriptions renew for successive twelve-month periods at no more than the prior term's unit rate plus any capped CPI adjustment negotiated on the Order Form.

Either party may terminate this Agreement or an affected Order Form immediately upon written notice if the other party: (a) commits a material breach and fails to cure such breach within thirty (30) calendar days of receiving written notice specifying the breach; (b) suffers three consecutive months below the chronic availability threshold defined in the Service Level Agreement (entitling Customer to a pro-rata refund of prepaid unearned fees); or (c) enters liquidation, receivership, administration, or analogous insolvency proceedings not dismissed within sixty (60) days.

Unrestricted Data Portability & Exit Assistance: Customer is never locked into proprietary file formats. Throughout the Subscription Term and for a mandatory sixty (60) calendar day Retrieval Window following expiration or termination for any reason, Customer may bulk-export at zero additional charge its complete catalogue in open industry formats: EDItEUR ONIX 3.1.2 XML, MARC21 records, PDF/X-1a print interiors and jackets, packaged Adobe IDML files, EPUB 3.3 editions, lossless WAV/FLAC audio files, contributor contracts, and complete relational CSV/JSON sales and royalty ledgers. Upon completion of the Retrieval Window (or earlier upon Customer's written instruction), British Noble executes certified cryptographic destruction of tenant KMS keys in accordance with the DPA.

12. Multi-Jurisdictional Governing Law, Venue & General Provisions

To align commercial dispute resolution with international publishing operations without forcing domestic imprints into distant foreign courts, governing law and exclusive judicial venue are determined automatically by the principal registered domicile of Customer on the applicable Order Form, excluding conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG):

General Commercial Provisions: Neither party shall be liable for delay caused by Force Majeure events beyond reasonable control, provided disaster-recovery obligations under the SLA continue uninterrupted across unaffected availability zones. Neither party may assign this Agreement without prior written consent, save to an affiliate or successor in connection with a corporate merger or acquisition of substantially all publishing assets (excluding assignment to a direct software competitor of British Noble). Formal legal notices shall be delivered electronically to Legal@BritishNoble.com and to Customer's designated legal notice email on the Order Form. If any provision is held unenforceable, the remaining provisions remain in full force. Amendments to core commercial entitlements apply only prospectively and require mutual written execution for active Enterprise Order Forms.