Terms of Service

1. Introduction

We provide technology-enabled accounting, bookkeeping, compliance, reporting, advisory, and related workflow and document management tools. We emphasise strong data governance, professional integrity, and confidentiality. Use of the platform is conditioned on adherence to these Terms and any applicable engagement letter.

Important: All outputs provided through this service are generated solely by automated artificial intelligence systems. There is no routine human (professional accountant) review, verification, or intervention prior to presentation of results. You must independently validate the accuracy, completeness, and suitability of any AI-generated classifications, calculations, narratives, or summaries before relying on them for financial reporting, tax filings, regulatory submissions, or decision making.

2. Acceptance of These Terms

By (a) clicking accept, (b) submitting information through the platform, (c) continuing to access the services after notice of updated Terms, or (d) signing an engagement letter referencing these Terms, you confirm acceptance. If you do not agree, discontinue use immediately.

3. Key Definitions

• "Client" means the legal entity or individual that has engaged us for services.
• "User" means an individual authorised by Client to access the platform.
• "Engagement Letter" means a written scope or services schedule executed between Client and us.
• "Confidential Information" includes non-public business, financial, personal, and technical data disclosed in connection with the services.

4. Eligibility & Account Registration

You represent you have legal capacity and authority to bind the Client entity (if applicable). Registration requires accurate, complete, and current information. You must maintain credential confidentiality and promptly notify us of suspected compromise. We may reject or revoke access at our discretion where compliance risk or misuse is suspected.

5. Scope of Services

The platform facilitates secure document intake, classification, ledger preparation support, reconciliation workflows, analytics, and reporting automation. Professional services (e.g., tax preparation, assurance, advisory) are only provided where explicitly stated in an Engagement Letter. Unless expressly agreed, no audit or assurance opinion is issued and we do not act as a fiduciary.

6. Engagement Letters & Priority

If there is a conflict between these Terms and an executed Engagement Letter, the Engagement Letter prevails solely for the conflicting subject matter. Each Engagement Letter incorporates these Terms by reference. Statements by personnel do not modify scope absent written amendment.

7. No Legal, Investment, or Tax Advice (Reliance Disclaimer)

Platform outputs, dashboards, AI-generated summaries, classifications, or automated calculations are informational only and may contain errors or rely on incomplete data. They do not constitute legal, investment, or tax advice and should not be relied upon without independent professional review. Client retains responsibility for regulatory filings unless explicitly assumed in a signed Engagement Letter.

8. Client Responsibilities

• Provide timely, accurate source data, disclosures, and supporting documents.
• Maintain lawful rights and consents for all submitted personal and third-party data.
• Review deliverables and notify us promptly of discrepancies.
• Implement reasonable internal controls over approvals and access.
• Retain primary responsibility for compliance deadlines unless otherwise agreed.
• Independently review and verify all AI-generated outputs (including but not limited to mappings, classifications, reconciliations, summaries, analytics, and narrative explanations) prior to reliance; do not treat raw platform output as final authoritative advice or filing-ready material.

9. Data, Confidentiality & Privacy

Each party shall protect the other's Confidential Information with at least the same degree of care it uses for its own. We process personal information according to our Privacy Policy. Client remains controller/owner of submitted records; we act as a processor where applicable. You grant us a non-exclusive license to process data solely to provide and improve services (in aggregated or anonymised form where feasible) subject to confidentiality.

10. Security & Access Controls

We maintain administrative, technical, and physical safeguards aligned with industry and professional expectations, including encryption in transit and at rest, RBAC, logging, monitoring, and incident response. Client is responsible for user provisioning, least privilege enforcement, and endpoint security. No system is guaranteed secure; risk cannot be fully eliminated.

11. Third-Party Services & Integrations

Integrations (e.g., banking feeds, payroll systems, cloud storage) are optional and governed by third-party terms. We are not liable for outages, data inaccuracies, or security issues originating from third-party systems. Enabling an integration authorises data exchange as necessary to operate the feature.

12. Fees, Billing & Taxes

Fees are set out in the applicable order form or Engagement Letter. Unless stated otherwise, fees are exclusive of taxes, which Client must pay where applicable. Invoices are due within the agreed payment term. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. We may suspend services for overdue amounts after notice.

13. Intellectual Property

We retain all rights, title, and interest in and to the platform, software, methodologies, templates, and derivative works, including any improvements arising from feedback. Client retains ownership of its pre-existing materials and uploaded data. No implied rights are granted except as expressly stated.

14. License & Acceptable Use

Subject to these Terms, we grant Client a limited, non-exclusive, non-transferable, revocable license for authorised Users to access and use the platform for internal accounting and compliance workflows. You must not: (a) reverse engineer; (b) circumvent security; (c) use for unlawful processing or high-risk activities; (d) resell or sublicense without consent; (e) upload malicious code; or (f) use automated scraping except via documented APIs with permission.

15. Your Representations & Warranties

You represent that: (i) you have authority to agree; (ii) submitted data is accurate to the best of your knowledge; (iii) you possess necessary rights and consents; and (iv) your use complies with applicable laws (including privacy, anti-corruption, sanctions, and export controls).

16. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ANY NON-CUSTOM PROFESSIONAL OUTPUTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED OR ERROR-FREE OPERATION. AUTOMATED CLASSIFICATIONS OR AI-ASSISTED SUMMARIES MAY BE INACCURATE OR INCOMPLETE. ALL OUTPUTS ARE PRODUCED SOLELY BY AI SYSTEMS WITHOUT ROUTINE HUMAN PROFESSIONAL REVIEW; YOU ARE RESPONSIBLE FOR INDEPENDENT VALIDATION AND PROFESSIONAL JUDGMENT BEFORE USING ANY OUTPUT FOR EXTERNAL REPORTING, TAX, OR COMPLIANCE PURPOSES.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED, NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF POSSIBILITY. OUR AGGREGATE LIABILITY FOR ALL CLAIMS IN ANY 12-MONTH PERIOD SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO US FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THAT PERIOD. THESE LIMITATIONS DO NOT APPLY TO: (A) NON-PAYMENT; (B) MISAPPROPRIATION OF IP; (C) GROSS NEGLIGENCE OR WILFUL MISCONDUCT; OR (D) LIABILITY THAT CANNOT BE LIMITED BY LAW.

18. Indemnification

Client shall indemnify and hold us harmless from third-party claims, damages, fines, or costs (including reasonable legal fees) arising from: (i) Client data infringement of third-party rights; (ii) unauthorised or unlawful use of the platform; or (iii) breach of these Terms by Client or its Users. We will provide prompt notice and reasonable cooperation at Client expense. We may assume defence with chosen counsel; Client shall not settle without our written consent if liability or obligations are imposed on us.

19. Suspension & Termination

We may suspend access immediately for: security threats, suspected fraud, legal compliance reasons, or material breach. Either party may terminate for material breach not cured within 30 days of written notice. Upon termination, Client access ceases; upon written request within 30 days we will provide a commercially reasonable export of Client data in standard format (excluding derived internal analytics, logs, or anonymised aggregates). After the retrieval window, we may securely delete or anonymise retained data per retention policy.

20. Changes to Services or Terms

We may enhance or modify features; material reductions will be communicated in advance where feasible. We may update these Terms; continued use after effective date constitutes acceptance. If you materially object to an update that adversely affects you, you may provide notice and, if unresolved, terminate for convenience (prorated refund of prepaid unused fees as sole remedy).

21. Governing Law & Venue

These Terms are governed by the substantive laws applicable in our principal place of business (excluding conflict-of-law rules). The parties submit to the exclusive jurisdiction of competent courts in that venue, subject to any mandatory arbitration clause below.

22. Dispute Resolution

Parties shall first attempt good-faith negotiation for 30 days. If unresolved, disputes (excluding equitable relief for IP misuse or data security) may be submitted to confidential binding arbitration under a mutually agreed arbitral framework. The prevailing party in any action may recover reasonable legal fees where permitted.

23. Force Majeure

Neither party is liable for delay or failure due to causes beyond reasonable control (e.g., natural disasters, acts of government, labour disputes, outages of third-party hosting, war, cyberattacks) provided commercially reasonable mitigation is used.

24. Notices

Official notices must be in writing and deemed given when (i) delivered by hand, (ii) received via registered mail, (iii) confirmed by courier, or (iv) sent to the designated account email for platform notices. Legal or security notices to us: legal@aicpa.coma.u.

25. Assignment

Neither party may assign these Terms without prior written consent, except either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided notice is given and the successor assumes obligations.

26. Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary to render it enforceable, and remaining provisions will continue in full force.

27. Waiver

Failure to enforce any provision is not a waiver of future enforcement. Waivers must be in writing.

28. Survival

Sections regarding fees due, confidentiality, IP ownership, disclaimers, limitation of liability, indemnification, governing law, dispute resolution, and any intended to survive by nature shall survive termination.

29. Order of Precedence

In the event of conflict: (1) a mutually executed Engagement Letter or order form; (2) these Terms; (3) ancillary policies referenced herein.

30. Contact

Questions about these Terms: terms@aicpa.coma.u or visit our contact page. We recommend retaining a copy of these Terms for your records.