1. Agreement
These Terms of Service ("Terms") are a legally binding agreement between you and Ledgers Technology, Inc. ("Ledgers," "we," "us," or "our"), a Delaware corporation (Newark, Delaware, USA). They govern your access to and use of the Ledgers platform, website, mobile applications, APIs and related services (together, the "Service").
By creating an account, accepting these Terms in the Service, or using the Service, you agree to these Terms and to our Privacy Policy. If you use the Service on behalf of a company or other organisation, you represent that you have authority to bind it, and "you" and "Customer" refer to that organisation. If you do not agree, do not use the Service.
Where a Customer's use of the Service involves personal data of other people, our Data Processing Agreement forms part of these Terms.
2. Definitions
- "Account" means the login you create to use the Service.
- "Workspace" means a company set up in the Service, together with its data, settings and members.
- "Authorized User" means a person the Customer invites into a Workspace, whether as a founder, team member, contractor, client, investor or other guest.
- "Customer Data" means all data, content and materials that the Customer or its Authorized Users enter into, upload to, or connect to the Service, including data received from Connected Services on the Customer's instruction.
- "Connected Services" means third-party services the Customer chooses to link to the Service, such as banks, payment providers, accounting software, Google, LinkedIn and other integrations.
- "Ledgie" means the AI assistant and the AI-generated briefings, suggestions, drafts, classifications and other outputs provided within the Service.
- "Subscription" means the plan, seats, add-ons and credits the Customer has purchased.
- "Beta Features" means features identified as beta, preview, testing, internal or coming soon, or otherwise made available before general release.
3. Eligibility, Accounts and Authorized Users
You must be at least 18 years old and able to enter into a binding contract. The Service is for business use; it is not offered to consumers for personal, family or household purposes.
You must give accurate information when you register and keep it current. You are responsible for keeping your credentials confidential and for everything done under your Account. Tell us at once at privacy@ledgershq.com if you believe your Account has been compromised.
The Customer is responsible for its Authorized Users and their compliance with these Terms, for the access it grants them within a Workspace, and for removing access when it should end. Guests invited into a Workspace (contractors, clients, investors and similar) are bound by these Terms as users and may use the Service only within the access the Customer grants them. Each Account is for one named person and may not be shared.
4. Beta and Testing Phase
Ledgers is an early-stage product. Parts of the Service are Beta Features, and the Service as a whole may be offered during a testing or beta phase. Beta Features are provided for evaluation, may be incomplete, may change or be withdrawn without notice, may contain errors, and are provided without any warranty or support commitment. Do not rely on a Beta Feature as your only record of anything important. We may limit who can use a Beta Feature and for how long.
5. Subscriptions, Fees, Credits and Taxes
Plans. We offer subscription plans, seats, add-ons and usage credits as described on our pricing page or in the Service. Plan contents, limits and prices may change; changes to a plan you are on take effect at your next renewal, and we will give you at least 30 days' notice of a price increase.
Billing. Paid Subscriptions renew automatically at the end of each billing period until cancelled. You authorise us and our payment processor, Stripe, to charge your payment method for all fees when due. Fees are stated in U.S. dollars or UAE dirhams depending on your billing region and are exclusive of taxes. If a payment fails, we may retry it, suspend the Subscription, and reduce the Workspace to the features of the free tier until payment is made.
Credits and usage. Ledgie and some other features are metered. Plans include a monthly allowance of credits, and you may buy additional credits. Credits are consumed when used, expire as stated at purchase or at the end of the period they belong to, are not transferable, and are not refundable. We may pause metered features for a Workspace that has used its allowance.
Cancellation and refunds. You may cancel a Subscription at any time from your Account; cancellation takes effect at the end of the current billing period and you keep access until then. Except where the law requires otherwise, fees are non-refundable and there are no refunds or credits for partial periods, downgrades or unused features.
Taxes. You are responsible for all taxes, levies and duties associated with your purchase other than taxes on our income. Where we are required to collect VAT, sales tax or similar, we will add it to your invoice.
Access codes and partner programmes. Discounts, access codes and benefits offered through an accelerator, incubator or other partner are subject to the terms stated when they are offered, may be limited in number and time, and may be withdrawn if misused.
6. Free Trials
We may offer a free trial. A trial is for evaluation only and is limited to one per Customer unless we say otherwise. Where a trial requires no payment method, it simply ends when the trial period does, unless you have added a payment method and chosen to continue; where a trial was started with a payment method, your Subscription begins and is charged when the trial ends unless you cancel first. We may end or modify a trial at any time.
7. Acceptable Use
You agree not to, and not to allow anyone else to:
- use the Service in breach of any law or regulation, or of any third party's rights, including privacy, data protection and intellectual property rights;
- enter into the Service information about other people that you do not have the right to collect and use for that purpose;
- connect a bank account, payment account, email account, calendar or other Connected Service that you are not authorised to connect;
- upload malicious code, or attempt to gain unauthorised access to the Service, other Accounts, Workspaces or connected systems;
- probe, scan, overload, or interfere with the Service or its security;
- copy, modify, reverse engineer or attempt to derive the source code of the Service, or use it to build a competing product;
- access the Service by automated means, scrape it, or use it to train a machine learning model, without our written permission;
- use the Service to send unsolicited messages, or to harass, defame or deceive anyone;
- use Ledgie to attempt to obtain data you are not entitled to, or to generate content that is unlawful or harmful;
- resell, sublicense or provide the Service to third parties, other than to your Authorized Users;
- circumvent usage limits, access controls, metering or Beta gating.
We may investigate suspected violations and may remove content, suspend access or terminate Accounts that violate this section.
8. Customer Data
Ownership. The Customer owns its Customer Data. We claim no ownership in it.
Licence to us. The Customer grants us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display and create derivative works of Customer Data solely to provide, secure, support and improve the Service, to produce the outputs the Service is designed to produce (including Ledgie outputs), and as otherwise permitted by these Terms and the Privacy Policy. We may also use data derived from Customer Data in aggregated or de-identified form that does not identify the Customer or any person, including to produce benchmarks and to improve the Service.
Responsibility. The Customer is responsible for the accuracy, quality and lawfulness of Customer Data, for having the rights and consents needed to enter it into the Service and to have us process it as described, and for giving any notices to the people it concerns. This includes the personal data of contacts, candidates, team members, clients and suppliers. Financial records in the Service are prepared from the data the Customer and its Connected Services provide; the Customer remains responsible for its own books, filings and statutory records.
Sharing inside the Service. Some data is shared by design: a Workspace's business records are visible to the members the Customer grants access; profile information is visible to the people a user connects with; Room messages are visible to Room members; announcements reach the audience the poster selects. Users control what they post, and we are not responsible for what users choose to share with each other.
Export and deletion. During the term, you may export your data using the features available in the Service or by request to us. After termination, you have 30 days to request an export. After that we may delete Customer Data in line with our Privacy Policy, subject to the retention of accounting records, archived Rooms and Boards, and backups described there.
9. Connected Services and Third Parties
Connected Services are provided by third parties under their own terms and privacy policies, which you accept when you connect them. We are not responsible for Connected Services, for their availability, accuracy or security, for data they send us or fail to send, or for changes they make. Bank and payment data is provided through Plaid, Stripe, Wise and similar providers as they make it available; accounting data through QuickBooks and Xero is read as those services present it; Google services are used within the permissions you grant. Disconnecting a Connected Service stops future exchange of data but does not remove data already in the Service unless stated.
You are responsible for ensuring that you are entitled to connect each Connected Service and that doing so does not breach its terms. We may suspend or remove a connection that violates a provider's requirements or ours.
10. Ledgie and AI Outputs
Ledgie produces outputs automatically from Customer Data, public information and the prompts you give it, using models provided by a third-party AI provider. Outputs may be inaccurate, incomplete, out of date or inappropriate for your circumstances, and may differ from the outputs another user receives. You are responsible for reviewing outputs before relying on them or acting on them, and for any decision you make on the basis of an output. Ledgie does not take actions on your data without your approval, and you are responsible for the actions you approve.
We do not use Customer Data or your Ledgie conversations to train AI models, and our provider is contractually prohibited from doing so. Ledgie's availability, models and limits may change. Ledgie features may be metered as described in Section 5.
11. No Professional Advice
The Service, including Ledgie, reports, categorisations, tax estimates, valuations, runway and other figures, templates, agreements and documents, provides tools and information only. It does not provide accounting, bookkeeping, tax, legal, investment, financial, human resources or other professional advice, and nothing in the Service is a recommendation to buy, sell or hold any security or to take any particular action. Ledgers is not a bank, a payment institution, an accountant, a law firm or an investment adviser. Templates and generated documents are starting points that you must review, and if necessary have reviewed by a qualified professional, before use. You should consult qualified professionals about your own situation, and you remain solely responsible for your compliance with the laws that apply to your business, including tax, employment, corporate and financial regulation.
12. Intellectual Property
The Service, its software, models, designs, text, graphics, logos, documentation and all improvements are owned by Ledgers or its licensors and are protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for your internal business purposes during your Subscription. All rights not expressly granted are reserved. "Ledgers", "Ledgie" and our logos are our trademarks and may not be used without our written permission.
If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them for any purpose without obligation to you.
13. Confidentiality
Each party will keep the other's confidential information in confidence, use it only to perform under these Terms, and protect it with at least reasonable care. Customer Data is the Customer's confidential information; the non-public features, pricing and workings of the Service are ours. Confidential information does not include information that is or becomes public without breach, was already known to the recipient, is independently developed, or is received from a third party without restriction. A party may disclose confidential information where required by law, giving the other party notice where lawful and reasonably practical.
14. Privacy and Security
Our collection and use of personal information is described in our Privacy Policy. We will maintain reasonable administrative, technical and physical safeguards for Customer Data as described there and in the DPA. The Customer is responsible for its own security choices, including the strength of its users' passwords, the people it invites, the permissions it grants, and the devices its users use.
15. Availability, Changes and Support
We aim to keep the Service available, but we do not guarantee that it will be uninterrupted, error-free or available at any particular time, and we do not offer a service level commitment unless one is set out in a separate written agreement. We may change, add, suspend or discontinue any part of the Service, and may perform maintenance, at any time; we will try to give notice of changes that materially reduce functionality of a paid plan. Support is provided through the Service and by email during our working hours as reasonably possible.
16. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, LEDGIE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT FIGURES, REPORTS OR OUTPUTS WILL BE ACCURATE OR COMPLETE, THAT DATA FROM CONNECTED SERVICES WILL BE CORRECT OR TIMELY, OR THAT DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
17. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER LEDGERS NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR OPPORTUNITY, OR FOR ANY TAX, PENALTY, INTEREST, FILING OR REGULATORY CONSEQUENCE, OR FOR ANY LOSS ARISING FROM A FINANCIAL, HIRING, INVESTMENT OR BUSINESS DECISION MADE IN RELIANCE ON THE SERVICE OR ANY OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (USD 100) IF YOU HAVE PAID NOTHING.
These limitations apply to all claims, whether in contract, tort (including negligence), strict liability or otherwise, and are an essential basis of the bargain between us. They do not limit liability that cannot be limited by law, including for fraud, or for death or personal injury caused by negligence.
18. Indemnification
You will defend, indemnify and hold harmless Ledgers and its affiliates, officers, directors, employees and agents from and against all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to: (a) Customer Data, including any claim that it infringes or misappropriates a third party's rights or was collected or used unlawfully; (b) your or your Authorized Users' use of the Service in breach of these Terms or applicable law; (c) your Connected Services and the data they provide; (d) any decision, filing, payment, hiring or other action taken in reliance on the Service or an output; or (e) any dispute between you and an Authorized User, a contact, a candidate, a client, a partner or another user. We will notify you of any such claim and may participate in its defence with counsel of our choosing at our expense.
19. Term, Suspension and Termination
These Terms apply from the moment you first use the Service and continue until terminated. You may terminate by cancelling your Subscription and closing your Account. We may suspend or terminate your Account or a Workspace, with or without notice, if you breach these Terms, if your use creates a security, legal or operational risk to us or others, if payment is overdue, if required by law, or if we discontinue the Service. We will try to give reasonable notice where circumstances allow.
On termination, your right to use the Service ends, amounts owed become due, and Sections 8 (as to export and deletion), 11, 12, 13, 16, 17, 18, 20, 21 and 22 survive. Where we terminate for our convenience or discontinue the Service, we will refund any prepaid fees for the period after termination; that refund is your sole remedy for such termination.
20. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict of laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Before starting any formal proceeding, you agree to contact us at legal@ledgershq.com and to try in good faith to resolve the dispute with us for at least 30 days. Any claim not resolved will be brought exclusively in the state or federal courts located in the State of Delaware, and each party submits to their jurisdiction. Either party may seek injunctive or other equitable relief in any competent court to protect its intellectual property or confidential information.
TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. Any claim must be brought within one year after it arises, unless a longer period is required by law.
If you are located outside the United States, including in the United Arab Emirates or another GCC country, nothing in this section removes protections that the mandatory law of your country gives you and that cannot be excluded by agreement.
21. Export Controls and Sanctions
You represent that neither you nor any of your Authorized Users is located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S., EU, UK or UN sanctions, or is listed on any sanctions or restricted-party list. You will not use the Service in violation of any applicable export control or sanctions law, and you will not use it to conduct business with sanctioned persons.
22. Changes to These Terms
We may update these Terms. For material changes we will give you at least 30 days' notice by email, by a notice in the Service, or by asking you to accept the new version when you sign in, before the change takes effect for an existing Subscription; other changes take effect when posted. If you do not agree to a change, stop using the Service before it takes effect and cancel your Subscription. Your continued use after the effective date is acceptance of the change. The version of the Terms you accepted is recorded in your Account.
23. General
- Entire agreement. These Terms, the Privacy Policy, the DPA and any order or written agreement with us are the entire agreement between us about the Service and supersede prior agreements and communications.
- Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, financing or sale of assets.
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of Connected Services, hosting or telecommunications providers, and government action.
- Severability and waiver. If a provision is unenforceable it will be enforced to the extent permitted and the rest remains in effect. A failure to enforce a provision is not a waiver of it.
- Notices. Notices to Ledgers must be sent to legal@ledgershq.com. We may give you notice by email to the address on your Account or through the Service.
- Relationship. The parties are independent contractors. These Terms create no partnership, agency, joint venture or fiduciary relationship, and no third-party beneficiaries.
- Language. These Terms are written in English. Any translation is for convenience only; the English version controls.
- Affiliates. Ledgers Technologies FZ-LLC and other affiliates may provide parts of the Service or support on our behalf; they are entitled to the benefit of these Terms.
24. Contact
Ledgers Technology, Inc.
Newark, Delaware, USA
Email: legal@ledgershq.com