Terms of Use

1. Definitions

1.1 In these Terms, the following definitions apply:

• "Account" means the user account you create and sign in to via Clerk.
• "Free Tier" means the version of the Service made available without charge, subject to the feature limits we publish from time to time.
• "HMRC" means HM Revenue & Customs.
• "MTD ITSA" means HMRC's Making Tax Digital for Income Tax Self Assessment regime.
• "Organisation" means a tenant partition in the Service that holds your data and member access. One user may belong to one or more Organisations. (Organisations are currently implemented through Clerk; see clause 10.)
• "Owner" means the user designated as administrator of an Organisation.
• "Paid Tier" means a paid subscription to the Service billed through a payment processor we engage at the time.
• "Service" means the LedgerLet web application, API, and any related materials we make available.
• "Sub-processors" means the third parties listed in clause 10 (and any successor list we publish) who process data on our behalf.
• "Terms" means these Terms of Use.
• "User Data" means data you submit to or generate within the Service, including transactions, properties, tenancies, owners, journals, and outputs.
• "You" means the natural person or legal entity that has accepted these Terms and uses the Service.

1.2 Headings are for convenience only and do not affect interpretation. References to "including" mean "including without limitation".

2. Acceptance of these Terms; eligibility

2.1 By creating an Account or using the Service, you confirm that you have read, understood, and agreed to these Terms.

2.2 If you do not agree, you must not use the Service.

2.3 You may only use the Service if:

• you are at least 18 years old;
• you are resident in the United Kingdom, or you are using the Service on behalf of a UK-resident individual or a business established in the United Kingdom; and
• you have legal capacity to enter into a binding contract.

Eligibility is confirmed at registration. Where it later becomes apparent that a user does not meet these criteria, we may suspend or close the Account under clause 16.2.

2.4 If you use the Service on behalf of a business or another individual (for example as an accountant), you confirm that you have authority to bind that business or individual to these Terms, and references to "you" include both you and that party.

3. The Service

3.1 LedgerLet is a UK property bookkeeping web application. It is delivered exclusively as a hosted browser-based service. There is no desktop or native mobile application.

3.2 The Service allows you to:

• register UK rental properties, owners (individuals or companies), and time-bounded ownership splits, and apportion financial activity accordingly;
• import bank-statement CSVs or connect bank feeds, with AI-assisted suggestions for property, tenant, and category that you confirm or override;
• record manual journals, expenses, and tenancy records;
• produce per-property and per-owner profit-and-loss reports, transaction registers, working papers, and exports; and
• connect to HMRC via OAuth 2.0 to retrieve obligations, prepare quarterly cumulative property-income submissions under the MTD ITSA API, preview and approve them, and submit them on your behalf, with audit-trail evidence and submission receipts retained.

3.3 At the date of these Terms, LedgerLet has been tested in HMRC's sandbox environment and is pending HMRC production approval. We will notify users when production submission becomes available.

3.4 We may add, change, or remove features from time to time. We will give reasonable notice of material changes that adversely affect paying users.

3.5 Nature of outputs; no professional advice. Reports, calculations, AI suggestions, draft submissions, and other outputs of the Service are produced mechanically by software based on the data you enter and the configuration you choose. We do not exercise professional judgement on your behalf, and the Service is not a substitute for advice from a qualified accountant, tax adviser, or solicitor. You must independently review and verify every output before you rely on it, file it with HMRC, share it with a third party, or otherwise act on it. Where the position is uncertain or material, you should consult a qualified adviser.

3.6 Regulatory status. LedgerLet is bookkeeping and submission software. We are not a regulated tax adviser, accountant, financial adviser, payment-services provider, or banking provider, and we do not hold any such authorisation.

4. User account and security

4.1 Authentication is provided by Clerk. You can sign in using the authentication methods we offer through Clerk, currently including Google single-sign-on, email and password, and passkeys. We may add or remove methods from time to time.

4.2 You may enable multi-factor authentication ("MFA") on your Account using any of the second-factor methods we offer through Clerk (currently including Time-based One-Time Password (TOTP) authenticator apps, and other passkey- or device-based methods where offered). MFA is required for any HMRC-related action, including connecting to HMRC, previewing a submission, and approving a submission.

4.3 You are responsible for:

• keeping your sign-in credentials, passkeys, and MFA factors secure;
• choosing a strong password (we recommend at least 12 characters with a mix of types) where you sign in by password; and
• all activity that occurs under your Account, whether or not authorised by you.

4.4 You must notify us promptly at info@ledgerlet.co.uk if you suspect that your Account has been compromised. We aim to acknowledge security reports promptly, typically within one business day during UK working hours.

4.5 We may, where reasonable, require you to reset your password, re-authenticate, or re-enable MFA.

5. Your responsibilities

5.1 You are responsible for the accuracy and completeness of all User Data you enter into or import to the Service. (Lawfulness of personal data you enter is addressed separately at clause 5.6.)

5.2 You will use the Service only for lawful purposes and in accordance with these Terms.

5.3 You will not:

• share your sign-in credentials, API keys, OAuth tokens, or HMRC authorisations with any third party;
• use the Service to process data that you are not entitled to process;
• attempt to access another user's or Organisation's data; or
• use the Service to file or attempt to file a return on behalf of a person who has not authorised you to do so.

5.4 You are responsible for retaining your own copies of source documents (bank statements, receipts, invoices, tenancy agreements) to the extent required by law.

5.5 You acknowledge that LedgerLet is bookkeeping and submission software, and that you remain solely responsible for the content, accuracy, and timeliness of any tax return or submission filed using the Service. See clause 7.

5.6 Lawful basis warranty for personal data. Where you enter into the Service personal data about third parties (including tenants, property owners, guarantors, employees, or contractors), you warrant that you have a valid lawful basis under UK GDPR for doing so, that you have provided any required transparency information to those data subjects, and that the data is accurate. You will not enter into the Service personal data that you have no right to process. This warranty supports the indemnity at clause 17.4.

6. Multi-tenant and Organisation model

6.1 The Service uses Clerk Organisations to partition data. Each Organisation has its own data scope, and a single user may be a member of multiple Organisations (for example, an accountant managing several landlords).

6.2 Cross-Organisation access is impossible by design: a member of one Organisation cannot read or write the data of another Organisation through the Service.

6.3 The Owner of an Organisation controls membership, including invitations and removals. We will treat instructions from the Owner (as recorded in Clerk) as authoritative.

6.4 Transferring ownership of an Organisation. Ownership of an Organisation can be transferred by the current Owner to another existing member using the mechanisms we make available in the Service from time to time. We will not transfer ownership on the basis of an external request unless the current Owner is provably unavailable; in such cases, we may require evidence of authority and may decline to act if we are not satisfied.

6.5 Departing accountants. If you are an accountant or agent and your engagement with a client ends, you must take reasonable steps to end your access to the client's Organisation — for example, by removing yourself using the mechanisms we make available, by asking the Owner to remove you, or by contacting us if neither is possible. The departing party has no continuing right to access User Data after access ends. The Owner remains responsible for arranging an orderly handover.

6.6 We do not arbitrate disputes between members or Owners of an Organisation. You should resolve such disputes between yourselves.

7. HMRC submissions

7.1 You are the taxpayer of record. LedgerLet acts only as the software submitter on your explicit instruction. We are not your tax agent for HMRC purposes unless we have separately and expressly agreed to act as your agent in writing. Each MTD submission is executed only on your active instruction within the Service, and we do not initiate, sign, or authorise any submission on our own initiative.

7.2 You must:

• review every submission preview before approving it;
• ensure that the underlying data is accurate and complete;
• monitor your own filing obligations and deadlines; and
• maintain any records required by HMRC.

7.3 We do not guarantee that a submission will be accepted by HMRC. If HMRC rejects a submission, we will surface the rejection reason in the Service so that you can correct and resubmit.

7.4 If HMRC amends, queries, or otherwise contacts you about a submission, you are responsible for responding. We can provide audit-trail evidence and submission receipts from within the Service to assist you.

7.5 We retain the audit trail of MTD submission lifecycle events on the append-only basis described in clause 11.4, for the retention period set out in our Privacy Notice (the "7-year rule" — tax year of record plus six complete years after the 31 January self-assessment filing deadline).

7.6 Connecting LedgerLet to HMRC requires you to authorise the connection via HMRC's OAuth 2.0 flow. You may revoke that authorisation at any time, either through HMRC or through the Service.

7.7 As stated in clause 3.6, we are not a regulated tax adviser, accountant, or financial adviser, and we do not provide tax advice. You should consult a qualified adviser where appropriate.

8. Pricing, billing, refunds, and cancellation

8.1 Introductory free period. At the date of these Terms, the Service is provided to all users free of charge during an introductory period. We expect this introductory period to last approximately 12 months from launch, but we may shorten or extend it at our discretion. The introductory free period is offered as a commercial concession; it is not a permanent commitment.

8.2 Introduction of paid tiers. We may introduce paid subscription tiers in the future. The provisions of clauses 8.3 to 8.10 will take effect for you only if and when you actively subscribe to a paid tier.

8.3 Notice before charging. We will give you at least 30 days' advance notice by email and in-Service notification before any paid tier becomes available. The notice will set out:

• the price, currency, and VAT treatment;
• what features are included in each tier (free and paid);
• the date from which paid tiers take effect; and
• your options, which will include continuing on whatever free tier (if any) we offer at that point, actively subscribing to a paid tier, or closing your Account and exporting your data.

8.4 No automatic charging. We will never convert a free Account into a paid subscription without your active opt-in. You will not be charged unless you have separately agreed to a paid tier and provided payment details.

8.5 Free tier after launch of paid tiers. If we offer a free tier alongside paid tiers, it will be subject to the feature limits published in the Service at that time ([OPERATOR TO CONFIRM at billing launch: free-tier limits, e.g. one property, no MTD submissions]). We may change those limits on at least 30 days' notice.

8.6 Paid tier billing. Where you subscribe to a paid tier, the subscription will be billed through the payment processor we engage at the time, at the price published in the Service at the time of purchase ([OPERATOR TO CONFIRM at billing launch: price, currency, VAT treatment, billing frequency, and payment processor]). By subscribing, you authorise us, through that payment processor, to charge your chosen payment method on each renewal date until you cancel. We will identify the current payment processor in the Service and update our sub-processor list accordingly.

8.7 Cooling-off. If you are a consumer, you have the right to cancel a new paid subscription within 14 days of purchase under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and to receive a refund. By starting to use the paid features within the cooling-off period you acknowledge that you may lose the right to a refund for services already supplied; we will refund the unused balance where required by law. [OPERATOR TO CONFIRM at billing launch: refund-policy specifics, including pro-rata position for partly-used periods.]

8.8 Cancellation. You may cancel a paid subscription at any time through the Service. Cancellation takes effect at the end of the paid period; the Service will continue to be available until that date, after which your Account will revert to the free tier (if one is available) or be suspended.

8.9 Pricing changes. We may change paid-tier pricing on at least 30 days' written notice. If you do not accept a price change, you may cancel before it takes effect.

8.10 No refunds outside this clause. We do not offer refunds outside clause 8.7 and any rights you have under applicable law.

8.11 Failed payments. If a payment fails, we may suspend paid features until payment is made. We will give you a reasonable opportunity to update your payment details before suspension.

9. Acceptable use

9.1 You will not, and will not permit anyone else to:

• scrape, crawl, or harvest data from the Service except as expressly permitted by us in writing;
• automate access to the API except via documented endpoints with valid credentials issued to you;
• interfere with, disrupt, probe, or stress-test the Service or the infrastructure that supports it;
• circumvent, disable, or attempt to bypass any security or access-control feature of the Service;
• attempt to access the data of another tenant or Organisation;
• reverse engineer, decompile, or disassemble the Service except to the extent expressly permitted by law;
• upload viruses, malware, or other harmful code; or
• use the Service to send unsolicited communications.

9.2 We may investigate suspected breaches of this clause and take appropriate action, including suspension or termination under clause 16.

10. Sub-processors and data residency

10.1 We use the following sub-processors to deliver the Service:

• Clerk — authentication, identity, and MFA. Data: user identity data (name, email, authentication events, MFA factor metadata).
• Railway, Inc. — application hosting. Railway, Inc. is a US company; customer data is stored in its EU-West region. Data: all application data at rest in PostgreSQL.
• Vercel — frontend hosting and content delivery. Data: limited technical telemetry; no customer financial data is persisted.
• Svix — webhook delivery, used by Clerk to forward authentication events to our backend. Data: Clerk user identifier, primary email address, first and last name, and organisation membership events.
• OpenAI, LLC — AI-assisted transaction categorisation and AI-assistant features. For transaction categorisation, only transaction descriptions and amounts are sent; never names, NINOs, or account numbers.

We also query api.ipify.org to determine our own public IP address for HMRC fraud-prevention headers; no customer data is sent to this endpoint, so it is not a sub-processor.

10.1a Independent controllers. When you explicitly instruct us to submit a return to HMRC, we transmit your National Insurance Number, business identifier, period figures, and the HMRC fraud-prevention header set to HMRC. HMRC is the independent controller of that data under UK GDPR; we transmit on your instruction and retain the audit trail of the submission lifecycle (clause 7.5).

10.2 The current sub-processor list is published at https://ledgerlet.co.uk/sub-processors. We will update that list when we add or change sub-processors and will give reasonable notice of material changes.

10.3 Application data is hosted in the EU-West region by Railway, Inc. Some sub-processors are US companies and may process data outside the UK or EEA; where they do, appropriate transfer safeguards (such as the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses) are in place.

11. Confidentiality and data protection

11.1 Each party will keep confidential any non-public information disclosed by the other in connection with the Service and use it only to perform its obligations under these Terms.

11.2 Our processing of personal data is governed by our Privacy Policy at https://www.ledgerlet.co.uk/privacy-policy, which forms part of these Terms.

11.3 We process personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018. Where we process personal data on your behalf (for example, data you enter about tenants or owners), we act as a processor and you act as the controller. The Article 28 data-processing terms that govern that relationship are set out in section 12.

11.4 We apply the following technical measures:

• National Insurance Numbers are encrypted at rest using Fernet (AES-128-CBC with HMAC-SHA256) under application-managed keys, with rotation supported via MultiFernet;
• HMRC OAuth access and refresh tokens are encrypted at rest under the same scheme;
• all transport is protected by TLS 1.2 or higher;
• backups are taken by Railway on a tiered schedule (daily backups retained for 6 days, weekly backups retained for 1 month, and monthly backups retained for 3 months); and
• every MTD submission lifecycle event (draft creation, submission start, HMRC acceptance or failure, amendment, discard) is recorded in an append-only audit log capturing event type, submitting user, IP address, user agent, submission payload hash, and timestamp. Append-only behaviour is enforced at the database level by PostgreSQL triggers that reject UPDATE and DELETE against the table; application code only inserts. Where personal data in the audit log must be removed to comply with a lawful instruction (for example a valid UK GDPR Article 17 erasure request), this is handled through a documented data-protection process, performed outside the running application by an operator with database-owner privilege, and independently logged at the PostgreSQL server level.

11.5 No special category data. You must not enter into the Service any special category personal data (as defined in UK GDPR Article 9 — including data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic or biometric data, health data, or data concerning a person's sex life or sexual orientation), or any personal data relating to criminal convictions or offences. The Service is not designed to process such data and has no lawful purpose for receiving it.

12. Data processing terms (UK GDPR Article 28)

12.1 Status of this section. This section forms part of the Terms and constitutes a written contract between you (as controller) and us (as processor) for the purposes of UK GDPR Article 28(3) and section 59 of the Data Protection Act 2018. If a standalone signed Data Processing Agreement is executed between us and you, that signed agreement will prevail over this section to the extent of any conflict.

12.2 Roles. Where we process personal data on your behalf in the course of providing the Service, you are the controller and we are the processor. Each party will comply with its obligations under UK Data Protection Law (meaning the UK GDPR, the Data Protection Act 2018, and any other applicable UK data-protection legislation, in each case as amended).

12.3 Subject matter, duration, nature, and purpose of processing. The subject matter is the personal data you submit to or generate within the Service. The duration is the period during which you have an active Account (subject to clause 16.3 for audit-trail retention). The nature and purpose are providing the bookkeeping, reporting, and HMRC submission features described in section 3, including hosting, processing, and transmitting data as you instruct.

12.4 Categories of data subjects and types of personal data. Categories of data subjects may include you, your employees and contractors, property owners, and tenants and their guarantors. Types of personal data may include names, contact details, addresses, payment-method metadata, tenancy and rent data, transaction descriptions, National Insurance Numbers, and HMRC business identifiers. You decide what personal data to enter; we do not require any specific type.

12.5 Documented instructions. We will process personal data only on your documented instructions, including with regard to international transfers, unless required to do otherwise by UK or EU law, in which case we will inform you of that legal requirement before processing (unless that law prohibits the notification on grounds of important public interest). Your use of the Service in accordance with these Terms is itself a documented instruction.

12.6 Confidentiality. We will ensure that any person we authorise to process personal data is bound by an obligation of confidentiality (whether by contract or by statute).

12.7 Security measures. We will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking account of the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing. The current measures include those listed in clause 11.4, plus role-based access controls, segregation of customer data by Clerk Organisation (clause 6), audited deployment processes, and security monitoring of our hosting environment. We may update these measures from time to time provided the level of protection is not materially reduced.

12.8 Sub-processors.

• You generally authorise us to engage the sub-processors listed in clause 10.1 (and any successor list published per clause 10.2) to process personal data on your behalf.
• We will impose data-protection obligations on each sub-processor that are no less onerous than those in this section.
• We remain liable to you for the acts and omissions of our sub-processors as if they were our own.
• We will give you reasonable notice of any new or replacement sub-processor. You may object on reasonable data-protection grounds within 30 days of notice; if we cannot resolve your objection, you may terminate the affected part of the Service and receive a pro-rata refund of any prepaid fees relating to the unused period.

12.9 Assistance with data-subject rights. Taking into account the nature of the processing, we will assist you by appropriate technical and organisational measures, insofar as practicable, to fulfil your obligation to respond to requests from data subjects exercising their UK GDPR rights. If we receive such a request directly, we will redirect the data subject to you and notify you of the request.

12.10 Personal data breach. We will notify you of any personal data breach affecting your data without undue delay after becoming aware of it, and in any event within 48 hours where feasible. The notification will, to the extent then known, describe the nature of the breach (including categories and approximate numbers of data subjects and records concerned), our contact point for further information, the likely consequences, and the measures taken or proposed. We will provide further information as it becomes available.

12.11 Assistance with DPIAs and prior consultation. Taking into account the nature of the processing and the information available to us, we will provide reasonable assistance to you with data protection impact assessments and prior consultations with the Information Commissioner under UK GDPR Articles 35 and 36.

12.12 Deletion or return on termination. On termination of your Account, and subject to clause 16.3 (which permits limited retention for audit, backup, and HMRC record-keeping purposes), we will, at your choice, delete or return all personal data processed on your behalf, and delete existing copies, except to the extent we are required by law to retain them.

12.13 Audits.

• We will make available to you all information reasonably necessary to demonstrate compliance with this section.
• On reasonable written request, we will provide a written summary of our security measures and copies of any third-party security certifications we hold.
• Physical or on-site audits are permitted only (i) if a regulator requires the audit, or (ii) following a confirmed personal data breach affecting your data; and in each case must be conducted no more than once in any 12-month period, on at least 30 days' written notice, during normal business hours, in a manner that does not unreasonably interfere with our operations, and at your cost.
• The auditor must be independent, professionally qualified, and bound by appropriate confidentiality obligations.

12.14 International transfers. Where we transfer personal data outside the United Kingdom, we will ensure that an appropriate transfer mechanism under UK GDPR is in place (for example, an adequacy decision, the UK International Data Transfer Agreement, or the UK Addendum to the EU Standard Contractual Clauses), and you authorise us to enter into such mechanisms with sub-processors on your behalf.

12.15 Liability. Our liability under this section is subject to the limitations and exclusions in section 17.

12.16 Order of precedence. In the event of a conflict between this section and another part of the Terms in relation to the processing of personal data, this section prevails.

13. Intellectual property

13.1 We (or our licensors) own all intellectual property rights in the Service, including the software, designs, documentation, and brand. Nothing in these Terms transfers any of those rights to you.

13.2 You retain all rights in your User Data.

13.3 You grant us a non-exclusive, worldwide, royalty-free licence (sublicensable to our sub-processors solely for those purposes) to host, copy, transmit, display, and process your User Data solely as needed to provide the Service to you, to comply with our legal obligations, and to maintain and secure the Service. This licence ends when your Account is closed, except for backups and audit-trail records that we are required or permitted to retain (see clauses 7.5, 11.4, and 16).

13.4 You may provide feedback, suggestions, or ideas about the Service. We may use them without restriction or obligation to you.

14. AI-assisted features

14.1 Some features of the Service use artificial intelligence (currently provided by OpenAI, LLC) to suggest categories, properties, or tenants for transactions, and to power an AI assistant. All AI outputs are suggestions only. You must review and confirm or override every suggestion before it is treated as accurate.

14.2 Nature of AI outputs. AI models are non-deterministic: the same input may produce different outputs on different occasions. AI outputs may be incorrect, incomplete, outdated, or misleading, and may reflect biases in their training data. We do not warrant that any AI output is accurate, complete, current, or fit for any particular purpose, including any tax, accounting, or legal purpose. AI suggestions are not tax, accounting, or legal advice.

14.3 Data sent to AI providers. We minimise the data sent to AI sub-processors. For transaction categorisation, only transaction descriptions and amounts are sent; we do not send names, National Insurance Numbers, bank account numbers, or other directly identifying personal data in this flow. For the AI assistant, the content of your queries is sent to the AI provider in order to generate a response, and you should not paste sensitive credentials into the chat.

14.4 AI provider data handling. We have configured our OpenAI integration using OpenAI's standard API tier, under which (a) customer inputs and outputs are not used to train OpenAI's models by default, and (b) OpenAI may retain API data for up to 30 days for abuse and misuse monitoring before deletion. We will keep our integration aligned with that position, and will give reasonable notice if a provider's terms change in a way that materially affects this.

14.5 We are not liable for the consequences of accepting an incorrect AI output that you did not review (subject to clause 17).

14.6 You can disable AI-assisted suggestions at any time in your Account settings, where this option is offered.

15. Service availability and maintenance

15.1 We aim to make the Service available on a best-efforts basis 24 hours a day, 7 days a week, but we do not guarantee uninterrupted availability.

15.2 No service-level agreement. During the introductory free period (clause 8.1), we do not provide a service-level agreement to any user. After the introduction of paid tiers, the free tier (if any) will continue to be provided without an SLA, and any SLA or support commitments offered to paid-tier users will be set out in the Service or in a separate document published at that time.

15.3 We may carry out planned maintenance that requires the Service to be unavailable. We will give reasonable notice through the Service or by email where practical.

15.4 We may carry out emergency maintenance without notice where necessary to protect the Service, your data, or other users.

15.5 The Service depends on third parties (currently including Clerk, Railway, Vercel, Svix, OpenAI, and HMRC; and a payment processor once paid tiers are launched). We are not responsible for outages or changes to those services beyond our reasonable control, but we will use reasonable efforts to mitigate the impact on you.

16. Suspension and termination

16.1 You may close your Account at any time through the Service.

16.2 We may suspend or terminate your access to the Service, in whole or in part, with or without notice, if:

• you breach these Terms in a material way and (where the breach is capable of remedy) fail to remedy it within a reasonable time after we ask you to;
• you fail to pay any amount due;
• HMRC, a regulator, or a court directs us to do so;
• we reasonably suspect fraudulent, unlawful, or harmful activity on your Account; or
• providing the Service to you is no longer commercially or technically viable.

16.3 On termination of your Account:

• your right to use the Service ends immediately;
• User Data and audit-trail records will be retained for the periods set out in our Privacy Notice (in particular, the "7-year rule" for tax-relevant records — tax year of record plus six complete years after the 31 January self-assessment filing deadline), even after Account closure;
• during that retention period, you may export your User Data on request, or reactivate your Account (subject to any then-current pricing) to regain full access;
• after the retention period ends, we will delete User Data from active systems; and
• backup copies will be deleted in line with Railway's tiered backup retention policy (daily backups within 6 days, weekly backups within 1 month, monthly backups within 3 months).

16.4 Termination does not affect any rights or remedies that have already accrued.

17. Liability and indemnity

17.1 Nothing in these Terms limits or excludes our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• statutory damages payable under UK GDPR or the Data Protection Act 2018; or
• any other liability that cannot be limited or excluded as a matter of UK law.

17.2 Subject to clause 17.1, we will not be liable to you for:

• any tax, interest, penalty, or surcharge imposed on you by HMRC, save to the extent caused by our breach of these Terms or by our negligence;
• loss of profit, revenue, business, opportunity, goodwill, or anticipated savings;
• loss or corruption of data, save to the extent caused by our breach of these Terms or by our negligence; or
• any indirect or consequential loss.

17.3 Subject to clauses 17.1 and 17.2, our total aggregate liability to you arising out of or in connection with these Terms or the Service in any 12-month period will not exceed:

• if you are a consumer (using the Service for personal, non-business purposes — for example an individual landlord managing your own property income): the greater of (a) the fees you have paid to us in the 12 months preceding the event giving rise to the claim, and (b) £500, in each case subject to any higher liability we must bear under the Consumer Rights Act 2015 or other applicable consumer-protection law;
• if you are a business user (using the Service in the course of a trade, profession, or business — for example an accountant, agent, or business landlord) during the introductory free period under clause 8.1: the greater of (a) the fees you have paid to us in that period (likely zero), and (b) £1,000;
• if you are a business user after paid tiers have been launched: the greater of (a) the fees you have paid to us in the 12 months preceding the event giving rise to the claim, and (b) £10,000.

We have set these caps taking into account the nature of the Service (bookkeeping and submission software where the user remains the taxpayer of record and must verify all outputs), the price (free during the introductory period and modestly priced thereafter), the availability of alternative products in the market, and the expectation that users carry their own professional indemnity or other insurance where appropriate.

17.4 You will indemnify us on demand against all losses, costs, and expenses (including reasonable legal fees and any regulatory fines we incur) we suffer as a result of:

• your use of the Service in breach of these Terms;
• User Data that infringes any third party's rights or applicable law (including any breach of clause 5.6);
• personal data you enter into the Service in respect of which you do not have a valid lawful basis under UK GDPR;
• any submission you instruct us to make to HMRC that is inaccurate, fraudulent, or unauthorised; or
• any claim brought against us by a data subject arising out of personal data you have entered into the Service.

17.5 Each party will take reasonable steps to mitigate its losses.

18. Changes to these Terms

18.1 We may change these Terms from time to time. The current version will always be available in the Service.

18.2 For material changes, we will give you at least 30 days' notice by email or in-Service notification before the change takes effect. Non-material changes (for example, drafting clarifications) may take effect immediately.

18.3 If you continue to use the Service after the change takes effect, you accept the updated Terms. If you do not accept the change, you may close your Account before the change takes effect, and (if you are on the Paid Tier) we will refund any unused portion of fees you have paid in advance.

19. Disputes and governing law

19.1 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by the laws of England and Wales.

19.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, save that nothing in this clause limits any non-waivable right you have, as a consumer, to bring proceedings in the courts of the part of the United Kingdom in which you live (for example, the courts of Scotland or Northern Ireland where you live in those nations).

19.3 If you have a complaint, please contact us first using the details in clause 20. We will use reasonable efforts to resolve the complaint informally before any formal proceedings.

20. Contact details

LedgerLet Ltd Company number: 16501093 Registered office: Crown House, 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom Contact email (general, support, legal, and security): info@ledgerlet.co.uk Support hours: Monday to Friday, 09:00–17:00 UK time, excluding English public holidays. Response times during the introductory free period (clause 8.1) are best-efforts only.