Terms of Service

1. Definitions

In these Terms, the following definitions apply unless the context requires otherwise:

Capitalised terms used but not defined take their plain English meaning or industry-standard meaning in UK accounting technology.

2. Acceptance

By creating an account, clicking an acceptance control, or using the Service, you agree to these Terms and to our Privacy Policy. If you use the Service on behalf of an organisation, you represent that you have authority to bind that organisation.

If you do not agree, you must not access or use the Service. You must be at least 18 years old and able to form a binding contract.

3. The service

Aurelia provides cloud software for accounting automation, transaction classification, reconciliation assistance, VAT-related workflows, and integrations including optional HMRC MTD API connectivity. Features may vary by plan, region, and release channel.

The Service does not replace professional judgement where required by law or good practice. We may modify, suspend, or discontinue features with reasonable notice where practicable. We are not a bank, payment institution, or regulated accounting firm unless separately agreed in a signed engagement letter.

• Service availability targets may be described in a separate SLA for enterprise customers.
• Beta or early-access features are provided as-is and may change frequently.

We may perform scheduled maintenance with advance notice when feasible. Emergency maintenance may occur without notice to address security or stability incidents.

4. Account registration & security

You must provide accurate registration information and keep it current. You are responsible for all activity under your credentials and for maintaining confidentiality. Notify us promptly of unauthorised use.

You may invite Users subject to seat limits applicable to your plan. You are responsible for Users’ compliance with these Terms. We may enforce technical limits (rate limits, storage quotas) to protect platform stability.

Where multi-factor authentication is offered, we strongly recommend enabling it for privileged roles. You are responsible for offboarding Users and rotating API keys when staff depart.

5. Acceptable use

You agree not to misuse the Service, including by:

• Violating applicable law or third-party rights.
• Uploading malware, probing or attacking our systems, or circumventing security.
• Scraping or bulk extracting data except via documented APIs and within permitted limits.
• Using the Service to facilitate fraud, money laundering, or tax evasion.
• Reverse engineering except to the extent permitted by mandatory law.

We may suspend access for suspected violations and cooperate with authorities where required.

We maintain abuse detection signals including rate limits, anomaly detection on API keys, and manual review for escalations. Repeated false positives may be appealed via support with reasonable evidence.

6. Bank connections

Bank feeds are established through authorised providers, open banking consents, or integrations you enable. Your relationship with your bank or aggregator is separate from these Terms. You authorise us to access and process transaction data only as permitted by those consents.

7. HMRC submissions

Where the Service enables MTD or other HMRC API submissions, you instruct us to transmit returns and related payloads you approve. You remain solely responsible for the accuracy of Customer Data, for reviewing draft returns, and for meeting statutory deadlines.

We are not liable for penalties arising from incorrect data you supply or from your failure to review outputs before submission.

8. Subscriptions & payment

Early access may be offered without charge for a defined cohort or period. Commercial paid plans will be introduced; fees, billing cycles, and taxes will be presented at checkout or in an order form.

Unless stated otherwise, fees are non-refundable except where required by law. We may change prices for renewals with advance notice. Non-payment may result in suspension after notice.

Chargebacks or payment disputes may result in immediate suspension pending resolution. You authorise us to retry failed payment methods according to your saved billing preferences.

9. Data & privacy

Our Privacy Policy explains how we process personal data. Customer Data is processed to provide the Service and as described in the Privacy Policy and any data processing agreement.

You warrant that you have lawful grounds to provide personal data about data subjects (including employees and customers) and that required notices are in place.

10. Intellectual property

We and our licensors own the Service, including software, documentation, trademarks, and aggregated anonymised analytics. We grant you a non-exclusive, non-transferable licence to use the Service during the term subject to these Terms.

You retain ownership of Customer Data. You grant us a licence to host, process, back up, and display Customer Data to provide the Service and as permitted by the Privacy Policy.

11. Disclaimers

The Service is provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

Not regulated financial advice: Outputs are informational and automated; they are not personalised investment, lending, or regulated financial advice.

Tax: The Service is not a substitute for professional tax or legal advice. Consult qualified advisers for your circumstances.

Any public roadmap statements, marketing materials, or demos are non-binding and do not form part of these Terms unless expressly incorporated by reference in an Order Form.

12. Limitation of liability

Nothing excludes liability that cannot be excluded under English law (including death or personal injury caused by negligence, or fraud).

Subject to the foregoing, we are not liable for indirect, consequential, or punitive damages, or loss of profits, revenue, goodwill, or data. Our aggregate liability in any twelve-month period is limited to the greater of £100 and the fees paid by you in that period (or £100 during free early access unless mandatory law requires otherwise).

You acknowledge that SaaS economics depend on these limitations and that fees reflect the allocation of risk. Enterprise customers may negotiate different caps solely in a signed Order Form that explicitly amends this section.

13. Indemnification

You will indemnify and hold harmless Aurelia and its directors, officers, and employees against third-party claims, damages, and reasonable legal costs arising from: (a) your Customer Data; (b) your breach of these Terms; (c) your violation of law or third-party rights; or (d) disputes between you and your Users, except to the extent caused by our wilful misconduct.

We will promptly notify you of a claim where practicable. You may assume the defence with counsel reasonably acceptable to us. We may participate in the defence at our expense. Settlement requiring admission of fault by us or imposing operational obligations requires our prior written consent.

If you are a consumer, indemnity obligations apply only to the extent permitted by applicable consumer protection law.

14. Termination

You may stop using the Service and request account closure subject to export and retention rules. We may suspend or terminate for breach, risk, non-payment (where applicable), or legal requirement.

Upon termination, access ceases; we will delete or retain Customer Data per the Privacy Policy. Sections intended to survive (including IP, disclaimers, liability limits, indemnity, governing law) survive.

We may provide a short read-only window after paid subscription expiry solely at our discretion and where technically feasible — not guaranteed for free tiers.

15. Changes

We may update these Terms. We will post the revised version with a new “Last updated” date. Material changes may be notified by email or in-product notice. Continued use after the effective date may constitute acceptance where permitted by law.

16. Governing law & jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to mandatory consumer protections where applicable.

17. General provisions

• Entire agreement: These Terms and referenced policies constitute the entire agreement regarding the Service, subject to separate signed agreements that expressly override.
• Assignment: You may not assign without our consent; we may assign in connection with a merger or sale of assets.
• No waiver: Failure to enforce a provision is not a waiver.
• Severability: Invalid provisions are modified to the minimum extent to be valid; the remainder continues.
• Force majeure: We are not liable for delays due to events outside reasonable control.
• Third-party rights: No third party has rights under the Contracts (Rights of Third Parties) Act 1999 except as expressly stated.

18. Contact

Questions about these Terms: [email protected]. Support: [email protected].

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Formal notices may be sent to the postal address on file for your account or as published for registered customers. Email satisfies written notice unless a separate agreement requires postal service.