Terms

Last updated: [30 September 2025]
Parties. These Terms are between Ledgr AI Limited (“Ledgr”, “we”, “us”) registered in England & Wales, company number 16603027, registered office The Buttery, Highland Court Farm, Canterbury, Kent, CT4 5HW and the business customer accepting them (“Customer”, “you”). You confirm you are acting in the course of business (not as a consumer).

1. Services & Trial

1.1 Services. Ledgr provides software to help accounting firms process documents and surface exceptions (the “Services”). Details may be described on our website or order form.
1.2 Early Access / Trial. We may provide free or discounted access, pilots, and beta features. Such access is provided as‑is and may change or end at any time.
1.3 No Professional Advice. The Services are a software tool; we do not provide accounting, tax, legal, or other professional advice. You remain responsible for your own judgements and compliance.

2. Accounts & Your Responsibilities

2.1 Your Account. You must keep credentials confidential and ensure only authorised users in your organisation access the Services.
2.2 Acceptable Use. You will not: (a) misuse, disrupt, or probe the Service; (b) infringe IP or breach law; (c) upload malware; (d) attempt to circumvent security or limits; (e) resell, frame, or provide the Service to third parties except to serve your own clients; (f) use the Service to create a competing product.
2.3 Third‑Party Services. Integrations (e.g., Xero) are provided by third parties under their own terms. We are not responsible for third‑party services.

3. Data, Privacy & Security

3.1 Roles. For Client Data you send to the Service, you are the controller and Ledgr acts as processor under UK GDPR. Our Privacy Notice explains how we handle personal data as controller (e.g., your users’ account data).
3.2 Processing. We will process Client Data only to provide the Services, on your documented instructions, and subject to appropriate technical and organisational measures.
3.3 Security. We implement reasonable and proportionate security, including encryption in transit, encryption at rest, access controls, and logging. On request we can provide a summary of controls.
3.4 Sub‑processors. You authorise our use of sub‑processors (e.g., hosting and AI infrastructure) subject to equivalent data protection obligations. We maintain a list and will provide notice of material changes.
3.5 International Transfers. We aim to process and store Client Data in the UK (or EEA). If transfers occur, we will rely on lawful mechanisms (e.g., UK IDTA / Addendum).
3.6 Assistance. We will assist with data subject requests and incident notifications as required by UK GDPR. You are responsible for lawfully collecting and providing Client Data.
3.7 Deletion. On termination or at your request, we will delete or return Client Data, unless we must retain it by law or for legitimate record‑keeping.

4. Intellectual Property

4.1 Ownership. We own all IP in the Services. No rights are granted except as expressly stated.
4.2 Licence. We grant you a non‑exclusive, non‑transferable licence for your internal business purposes during the term.
4.3 Feedback. We may use feedback and suggestions to improve the Services without restriction.

5. Availability & Support

5.1 Availability. We aim for high availability but provide no uptime guarantee at MVP stage.
5.2 Support. Email support during UK business hours. Priority support may be offered to early‑access customers at our discretion.

6. Fees & Payment

6.1 Fees. If fees apply, they will be as agreed in writing outside these terms (for example, by email confirmation or pricing page shared with you). Unless stated otherwise, fees are exclusive of VAT.
6.2 Payment Method & Timing. Unless otherwise agreed in writing, fees are payable in advance by card or UK Direct Debit. If we invoice you instead, invoices are due within 14 days of issue. Late amounts may accrue interest at 4% above the Bank of England base rate.

7. Confidentiality

7.1 Each party must keep the other’s Confidential Information secret and use it only to perform under these Terms. This excludes information that is public, independently developed, or lawfully obtained from a third party.

8. Warranties & Disclaimers

8.1 We warrant that we will provide the Services with reasonable care and skill.
8.2 Disclaimers. Except as stated, the Services are provided “as is” and “as available.” We disclaim all other warranties (including merchantability, fitness for a particular purpose, non‑infringement). We do not warrant the Service will be error‑free or uninterrupted.

9. Liability

9.1 No Excluded Loss. Neither party limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be limited.
9.2 Types of Loss Excluded. Neither party is liable for: loss of profits, revenue, goodwill, or data; or indirect or consequential loss.
9.3 Cap. Subject to 9.1 and 9.2, each party’s total aggregate liability arising out of or in connection with these Terms is limited to the greater of £1,000 or the total fees paid (if any) by you to us in the 12 months before the claim.

10. Term, Suspension & Termination

10.1 Term. These Terms start when you first access the Services and continue until terminated.
10.2 Suspension. We may suspend access for security risks, suspected breach, or non‑payment.
10.3 Termination. Either party may terminate for convenience on 30 days’ notice, or immediately for material breach not remedied within 14 days.
10.4 Effect. On termination, your licence ends and you must stop using the Services. We will delete or return Client Data per section 3.7.

11. Changes

11.1 We may update these Terms to reflect changes to the Services, law, or business. We will post the updated Terms with a revised date and, for material changes, provide reasonable notice.

12. General

12.1 Governing Law & Courts. These Terms and any dispute are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.
12.2 Notices. Legal notices to Ledgr: [email protected]. Notices are deemed given on email transmission if sent during UK business hours.
12.3 Assignment. Neither party may assign without consent, except we may assign as part of a merger, acquisition, or sale of assets.
12.4 Force Majeure. Neither party is liable for delay or failure caused by events beyond reasonable control.
12.5 Severance; No Waiver. If any provision is invalid, the rest remains effective. Failure to enforce is not a waiver.
12.6 Entire Agreement. These Terms form the entire agreement for your use of the Services and supersede prior understandings.