Catalpas Atelier Terms of Use and End User Licence Agreement

Version: 1.2

Effective Date: 2026-07-16

Operator: Heliopolis Creative and Culture Limited (Hong Kong)

Contact: legal@catalpasatelier.com

These Terms of Use and End User Licence Agreement (the "Terms") are a legal agreement between you and Heliopolis Creative and Culture Limited, trading as Catalpas Atelier ("Catalpas Atelier", "we", "us", or "our"). They govern the international Catalpas Atelier website, account and subscription services, and desktop software that we make available under these Terms.

By creating an account, expressly accepting these Terms, purchasing a plan, or installing or using Covered Software, you agree to these Terms. If you do not agree, do not create or use an account, purchase a plan, or install or use the software. If you act for an organisation, you represent that you have authority to bind it, and "you" includes that organisation.

Our Privacy Policy explains how we handle personal information. It is a notice rather than part of the contractual consent described above. Optional analytics, marketing, and other consent-based processing uses separate controls.

1. Definitions and scope

In these Terms:

  • Services means catalpasatelier.com, a Catalpas Atelier account, billing and support services, downloads, updates, online authentication and entitlement services, and the Covered Software.
  • Covered Software currently means Catalpas Atelier Scribe and Catalpas Atelier Scroll.
  • Entitlement means the account-level right to access a product, tier, feature, or service under a Free Plan, Paid Plan, Suite Plan, promotion, trial, or other offer.
  • Free Plan means the no-charge features we make available to an eligible account for a product.
  • Paid Plan means a paid product tier for one product.
  • Standalone Paid Plan means a Paid Plan for one product that is billed independently from a Suite Plan.
  • Suite Plan means a paid plan that includes the products and tiers identified at checkout.
  • Writing Suite means the Suite Plan offered as "Writing Suite (Scroll + Scribe)". Its included tiers and features are those shown at checkout and in the order confirmation.
  • Account-Managed Access means an Entitlement that we provide without an independently recurring customer payment, including support, compensation, promotion, testing, or administrative access. Account-Managed Access is not a paid subscription unless its specific Order Terms expressly say otherwise.
  • Order Terms means the product, included tier or features, billing interval, price, currency, taxes, renewal rule, promotion, and other terms shown at checkout or in an order confirmation.
  • Local Project Content means manuscripts, documents, notes, cards, references, relationships, images, project metadata, layouts, exports, delivery files, and other content that you create or import into Covered Software.

An entitlement to one product does not include another product unless the checkout or order expressly says so. If an applicable product addendum, app-store term, or Order Term conflicts with these Terms, the more specific term controls for that product, transaction, or distribution channel to the extent of the conflict.

2. Eligibility and accounts

You must be legally able to enter into a binding agreement where you live. If you are under the age of majority, you may use the Services only with valid permission from a parent or legal guardian and where applicable law allows it.

You must provide accurate information, keep credentials confidential, use reasonable security, and promptly update material account details. You are responsible for activity authorised through your account, except to the extent caused by our failure to use reasonable security or otherwise allocated by mandatory law.

You may not sell, transfer, rent, share, or pool an account or Entitlement unless the applicable plan expressly permits it. Tell us promptly if you suspect unauthorised access. We may require verification, revoke sessions, or temporarily restrict an account to protect you, other users, or the Services.

3. Website use

You may use our website to evaluate, purchase, download, learn about, and obtain support for Catalpas Atelier products and to manage your account. You must not interfere with the website or infrastructure, attempt unauthorised access, test stolen credentials, evade rate limits, introduce malware, send spam or phishing, scrape in a manner that creates unreasonable load or violates law, or misrepresent your identity or authority.

4. Software licence for Free, Paid, and Suite Plans

Subject to these Terms and any applicable Order Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to download, install, and use the Covered Software and features included in your current Entitlement for your own personal, professional, or internal business writing, planning, editing, and publishing-preparation work.

This licence applies whether the Entitlement is provided through a Free Plan, a Paid Plan, or a Suite Plan. Payment is required only where the selected Entitlement is paid. The licence continues while the relevant Entitlement and account remain valid, subject to any offline access period implemented by the software and the termination provisions below.

The software is licensed, not sold. We and our licensors retain all rights not expressly granted. Your permitted device count, supported platforms, feature tier, and any commercial-use limits are the terms shown for the applicable plan or distribution channel. Covered Software may periodically connect to verify your account, Entitlement, service region, or update eligibility.

Except to the limited extent applicable law does not permit us to restrict it, you must not, and must not help another person to:

  • copy, distribute, rent, lease, lend, sell, sublicense, commercially host, or make the software or an Entitlement available to another person except as expressly permitted;
  • reverse-engineer, decompile, disassemble, modify, translate, or create derivative software;
  • remove or alter copyright, trademark, licence, attribution, security, or technical notices;
  • bypass or interfere with authentication, tier gating, Entitlement verification, updates, security, or other technical protections;
  • use automation to create accounts, test credentials, overload services, or obtain access not granted by your Entitlement; or
  • use the software or Services to violate law, infringe rights, distribute malware, commit fraud, or harm another person.

5. Plans, tier gating, and changes to Entitlements

Free and paid tiers may include different features. A product page and checkout describe the current commercial plan, while the software enforces the Entitlement associated with your account. A Scribe plan, Scroll plan, and Writing Suite are separate offers unless the Order Terms expressly combine them.

If a Paid Plan or Suite Plan expires, is cancelled, is refunded, or is downgraded, paid operations may become unavailable at the end of the applicable access period or as otherwise stated in the Order Terms. Covered Software is designed not to delete Local Project Content solely because an Entitlement is downgraded or expires. Some paid structures or formatting may remain visible or preserved while creation, editing, migration, export, or other paid operations are disabled. You remain responsible for maintaining accessible backups and exporting data in appropriate formats before making material account or plan changes.

We may change plan names, Free features, tier boundaries, or availability. We will try to provide reasonable notice before materially reducing core paid functionality during an already-paid period, except where an immediate change is needed for security, legal compliance, third-party dependency, or service integrity.

6. Subscriptions, billing, renewal, and plan transitions

Paid Plans may be offered monthly, yearly, for another recurring interval, or for a fixed term clearly stated at checkout. A Suite Plan may use a different billing interval from a Standalone Paid Plan. Only the options shown at checkout are available for that transaction.

Stripe or another processor identified at checkout processes payment. By placing an order or confirming an immediate paid change, you authorise the processor to charge the displayed price, taxes, and recurring renewal amounts to your selected payment method. We do not receive full card numbers or card security codes, and the Covered Software does not process payment-card details.

A recurring subscription renews automatically at the end of each billing period until cancelled, unless checkout states otherwise. You may cancel through the Account billing surface or another method we identify. Cancellation normally takes effect at the end of the current paid period, stops future renewal, and leaves the applicable paid Entitlement available until that date. Cancellation does not itself refund the current period. Where the Account surface permits, you may withdraw a scheduled cancellation before it becomes effective.

Before you confirm a supported plan change, we will show the information then available about the target plan, when it starts, any subscription that ends or changes, the amount due now, the next renewal, and any estimated credit or refund. An immediate upgrade or increase in billing commitment may result in a prorated charge. A tier decrease or a change from yearly to monthly billing normally takes effect at the end of the current paid period unless the confirmation states otherwise.

Writing Suite is a separate annual Suite Plan that includes the Scribe and Scroll tier identified at checkout. An active Writing Suite subscription and separately billed Scribe or Scroll subscriptions covering the same period are not intended to run together. When our Account and Checkout surfaces offer a supported consolidation, the following process applies:

  1. you first confirm and pay the full Writing Suite amount displayed at checkout;
  2. your eligible overlapping Standalone Paid Plans remain unchanged unless and until that payment succeeds and the Writing Suite Entitlement becomes active;
  3. after activation, we cancel each eligible overlapping Standalone Paid Plan identified in the confirmation and initiate a separate refund for the calculated unused value of each affected paid period; and
  4. each refund is linked to the corresponding earlier payment and is returned through the payment processor to the original payment method where the payment method supports it.

An estimated source refund is not a deduction from the full Writing Suite charge and is not a promise of the final refund amount. The final amount may differ because of elapsed time, subscription or invoice state, taxes, discounts, previous credits or refunds, disputes, currency handling, payment-method restrictions, and the payment processor's final calculation. Separate refunds may be processed or received at different times. Processing time depends on the payment processor, payment method, and financial institution.

Account-Managed Access is not cancelled, converted into account credit, or refunded as part of an automatic paid-subscription consolidation. It does not create a cash-refund entitlement merely because you buy or change a Paid Plan or Suite Plan. We may adjust Account-Managed Access separately according to its stated conditions or to correct an error.

Some plan combinations, payment states, disputes, previous refunds, regional payment arrangements, or other account conditions cannot be changed automatically. In those cases, we may decline the automatic transition and ask you to contact support. We will not knowingly modify an unsupported paid subscription merely because you requested a conflicting target plan.

A multi-step transition can be delayed or partially completed because of a payment-provider, network, or processing failure. If the target payment and Entitlement have succeeded but a source cancellation or refund has not, we may preserve the successful target purchase, record the unfinished action, and retry or reconcile it rather than reverse completed steps automatically. Your Account may show that the change is still being completed. Contact support if a displayed transition remains unresolved or a billing record appears incorrect. This paragraph does not limit any mandatory right or remedy.

If payment fails, we may retry the payment, ask you to update your method, restrict paid features, or end the paid Entitlement after any required notice or grace period.

We may change prices for a future purchase or renewal. We will provide at least 30 days' notice of a material price increase affecting an existing recurring subscription, unless a longer period is required by law. You may cancel before the new price applies. A written early-access, founder, or promotional price commitment applies only on its stated conditions.

7. Refunds and statutory withdrawal rights

Under our current standard voluntary refund policy, you may submit a refund request for a paid monthly or yearly order. Unless a different policy is stated for the Order, the standard full-refund calculation window is 7 days from payment for a monthly order and 14 days from payment for a yearly order. After that full-refund window, the refundable amount may be calculated in proportion to the unused time remaining in the current billing period. Requests are reviewed for eligibility, duplicate or erroneous charges, abuse, disputes, and payment-provider restrictions; a calculated amount or submitted request is not itself approval. This voluntary policy is separate from rights that applicable law gives you.

If you are a consumer in the European Economic Area, United Kingdom, or another jurisdiction with a statutory withdrawal right for a distance contract, you may have a separate right to withdraw within 14 days. Starting access immediately does not remove a mandatory withdrawal right unless all legal requirements for doing so have been met. If we ask you to request immediate performance or acknowledge a legal consequence at checkout, that request will be presented separately and recorded with the order. Our voluntary refund policy remains available on its stated terms.

Outside the standard voluntary policy, we may also approve a refund where mandatory law requires one, where we confirm a material defect that we cannot reasonably remedy within a reasonable time, where a duplicate or erroneous charge occurred, or where we agree otherwise in writing. An approved full or prorated refund may end or reduce the corresponding Entitlement. Processing time and payment routing depend on the payment provider.

A refund initiated as part of a confirmed subscription consolidation is a transition refund for the identified source payment. It is separate from a later voluntary refund request for the target purchase and does not make the same payment refundable more than once. Any later request is assessed using the remaining unrefunded amount, the applicable Order Terms, this section, payment-provider restrictions, and mandatory law. Reversing or refunding a target purchase may end or reduce the Entitlements created by that purchase, but does not automatically recreate a source subscription that was already cancelled.

Nothing in these Terms excludes a mandatory consumer remedy, guarantee, cancellation right, or refund right that cannot lawfully be excluded.

8. Taxes and records

Displayed prices may include or exclude taxes as stated at checkout. You are responsible for accurate billing information and any tax that the Order Terms assign to you. We and our payment provider may issue invoices, receipts, credit notes, and refund records electronically and retain transaction records as required by law. A plan transition may therefore produce separate records for the target purchase, each source cancellation, and each source credit or refund.

9. Your Local Project Content

As between you and us, you retain your rights in Local Project Content. These Terms do not transfer ownership of your manuscript, document, planning data, reference material, project assets, or export to Catalpas Atelier.

Scribe and Scroll are local-first desktop applications. Unless we introduce a separately described hosted feature, Local Project Content remains in locations you control. We do not by default upload, host, publish, share, sell, analyse, or use it to train AI models. A local export or Scroll delivery manifest does not by itself grant us rights in or transmit the underlying content to our servers.

You are responsible for:

  • keeping current backups and checking exports before relying on them;
  • having the rights needed for content and assets you import or use;
  • complying with law and third-party rights; and
  • deciding whether and how to transmit files through a third-party storage, collaboration, publishing, or delivery service.

If you voluntarily send content to support, you grant us a limited permission to access, reproduce, and use that material only as reasonably necessary to provide support, investigate the issue, protect the Services, or comply with law. Do not send material that is unnecessary for the request.

10. References, links, and third-party services

Covered Software may let you store links, cite sources, open websites, hand files to another application, or use third-party formats and services. We do not control third-party content, availability, accuracy, security, licensing, or privacy practices. A link or interoperability feature does not mean that we endorse the third party. You are responsible for reviewing the third party's terms and for having permission to use source material.

Open-source and third-party software components may be governed by their own notices and licences. Those licences control to the extent required for the relevant component.

11. Updates, compatibility, and availability

We may provide patches, security fixes, compatibility changes, feature updates, and new releases. Some updates may be required to continue using online authentication, Entitlement, billing, or update services. You are responsible for using a supported operating system and maintaining appropriate device and backup security.

We aim to keep Services available but do not guarantee uninterrupted or error-free operation. Availability may be affected by maintenance, security incidents, network or provider failures, operating-system changes, force majeure, or events beyond our reasonable control.

We may discontinue a product, platform, or online service. Where reasonably practicable, we will provide notice appropriate to the effect on active paid users and any remedy required by applicable law.

12. Beta, preview, and early-access features

Features labelled beta, preview, experimental, evaluation, or early access may be incomplete, unstable, changed, or removed. Unless we expressly say otherwise, they are provided for testing and feedback and may not be suitable for production or sole-copy storage. Any written early-access commercial commitment continues only under its stated conditions.

13. Catalpas Atelier intellectual property

The Services and Covered Software, including Scribe and Scroll, and their source and object code, interface, designs, workflows, documentation, templates supplied by us, trademarks, logos, and related materials are owned by us or our licensors and protected by applicable laws.

You may not use Catalpas Atelier, Scribe, Scroll, our logos, or confusingly similar names or branding in a way that suggests endorsement, affiliation, sponsorship, or origin without written permission. This section does not claim ownership of your Local Project Content or of third-party materials you lawfully use.

14. Suspension and termination

You may stop using the Services at any time and may cancel a recurring subscription under Section 6. You may request account deletion through the available account or support process, subject to records we must retain.

We may restrict, suspend, or terminate an account, Entitlement, or licence if you materially breach these Terms, fail to pay applicable fees, create a material legal or security risk, engage in fraud or abuse, attempt to bypass licensing or security, or if law requires us to do so. Where appropriate and lawful, we will provide notice and a reasonable opportunity to remedy the issue.

When an account or Entitlement ends, the related licence and online access end. Termination does not transfer ownership of Local Project Content to us and does not authorise us to delete files stored solely on your device. Provisions that by their nature should survive remain in effect, including payment obligations, intellectual property, disclaimers, liability limits, indemnity, dispute terms, and general provisions.

15. Disclaimers

To the maximum extent permitted by law, the Services and Covered Software are provided "as is" and "as available". We disclaim express, implied, statutory, and other warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, to the extent those warranties may lawfully be disclaimed.

We do not warrant that the Services will be uninterrupted, error-free, secure, compatible with every device or third-party format, or suitable for a particular writing, publishing, commercial, legal, tax, academic, accessibility, or professional outcome. You must review source material, citations, formatting, exports, backups, and final deliverables before relying on them.

Nothing in these Terms excludes a warranty, guarantee, or consumer right that cannot lawfully be excluded.

16. Limitation of liability

To the maximum extent permitted by law, Catalpas Atelier and its directors, officers, employees, contractors, affiliates, licensors, and suppliers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profit, revenue, business, goodwill, data, content, or opportunity, business interruption, or replacement-service costs, arising from or related to the Services or these Terms.

To the maximum extent permitted by law, our total aggregate liability arising from or relating to the Services or these Terms will not exceed the greater of:

  1. the fees you paid us for the affected Service during the 12 months before the event giving rise to the claim; or
  2. one hundred United States dollars (US$100).

These exclusions and limits apply only to the extent lawful. They do not limit liability that cannot be limited, including liability for fraud or intentional misconduct, or mandatory consumer rights and remedies.

17. Indemnity

To the extent permitted by law, you agree to indemnify and hold Catalpas Atelier harmless from third-party claims, losses, liabilities, and reasonable costs arising from your unlawful use of the Services, material breach of these Terms, infringement of another person's rights, or content you choose to transmit or publish. This obligation does not apply to the extent a claim is caused by our breach, negligence, or unlawful conduct, and it does not limit non-waivable consumer rights.

18. Changes to these Terms

We may update these Terms for changes in law, products, security, providers, or commercial structure. The version and effective date identify the current Terms. We will provide reasonable advance notice of a material change that adversely affects an active paid Entitlement, unless urgent legal or security circumstances require a faster change.

If a change requires renewed agreement under applicable law, we will ask you to accept it. If you do not agree, you may stop using the affected Services and cancel a recurring subscription before the change takes effect, subject to applicable refund and consumer rights.

19. Governing law and disputes

These Terms are governed by the laws of the Hong Kong Special Administrative Region, without regard to conflict-of-laws rules. Mandatory consumer-protection law in your habitual residence continues to apply where it cannot lawfully be excluded.

Please first contact support@catalpasatelier.com so we can try to resolve a dispute informally. Subject to any non-waivable consumer right to use another court or process, the courts of the Hong Kong Special Administrative Region have jurisdiction over disputes arising from these Terms or the Services.

Either party may seek urgent injunctive or equitable relief from a court with jurisdiction to protect intellectual property, confidential information, account security, licensing systems, or service integrity.

20. General

We may assign these Terms as part of a merger, acquisition, reorganisation, financing, sale of assets, or transfer of the Services. You may not assign them without our written consent, except where mandatory law permits. If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue. Failure to enforce a provision is not a waiver.

These Terms, any applicable product addendum, and the relevant Order Terms form the agreement between you and us for the Services and replace prior discussions about the same subject. The Privacy Policy describes data handling but does not convert consent-based processing into a contractual requirement.

21. Contact