Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Tenant", "you", or "your") and Ledger Loom Pty Ltd (ABN 73 694 868 427, ACN 694 868 427) ("Ledger Loom", "we", "us", or "our"), governing your access to and use of the Ledger Loom platform (the "Platform").

By registering for an account, accessing, or using the Platform, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind that entity.

If you do not agree to these Terms, do not use the Platform.

2. Definitions

"Platform"

The Ledger Loom cloud-based practice management application, including all associated websites, APIs, and mobile applications.

"Tenant"

The accounting firm, business, or entity that subscribes to the Platform.

"Tenant User"

Any individual authorised by a Tenant to access the Platform under the Tenant’s subscription.

"Client"

A customer of the Tenant whose data is stored on the Platform.

"Client Portal"

The customer-facing portal that allows Clients to access services, documents, and information provided by their accounting firm via the Platform.

"Subscription"

The paid plan selected by the Tenant for access to the Platform.

"Tenant Data"

All data, files, and content uploaded, created, or stored by a Tenant or their Users on the Platform.

"Consumption Packs"

Optional add-on resource bundles (e.g., additional storage, users, or clients) that a Tenant may purchase.

3. Account Registration and Security

3.1 Eligibility

The Platform is intended for use by accounting firms and business entities. You must be at least 18 years of age and have the legal capacity to enter into a binding agreement to register for an account.

3.2 Account information

You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.3 Security

You must immediately notify us at hello@ledgerloom.com.au if you become aware of any unauthorised access to or use of your account. We are not liable for any loss or damage arising from your failure to maintain the security of your account credentials.

3.4 Tenant User management

The Tenant is responsible for managing Tenant User access, roles, and permissions. The Tenant remains liable for all actions taken by their Tenant Users on the Platform.

4. Free Trial

We offer a 30-day free trial of the Platform. During the trial period:

• You will have access to the full functionality of the Platform.
• No payment information is required to start the trial.
• At the end of the trial period, you must select a paid Subscription to continue using the Platform.
• If you do not subscribe, your account will be suspended and your data retained for 90 days before deletion.
• We reserve the right to modify or discontinue the free trial at any time.

5. Subscriptions and Billing

5.1 Subscription plans

The Platform is offered through tiered subscription plans, each with defined limits on users, clients, and storage. Current plans and pricing are available at ledgerloom.com.au/pricing.

5.2 Billing cycle

Subscriptions are billed monthly in advance. The billing cycle begins on the date of your first subscription payment and renews automatically each month unless cancelled in accordance with Section 10.

5.3 Payment methods

Payments are processed through our third-party payment providers, Stripe and eWay. You authorise us to charge your nominated payment method for all applicable fees. All prices are quoted in Australian Dollars (AUD) unless otherwise specified.

5.4 Consumption Packs and overage

If your usage exceeds the limits of your Subscription plan, you may purchase Consumption Packs for additional capacity. Overage beyond purchased packs will be billed at the applicable overage rate at the end of each billing cycle.

5.5 Price changes

We may adjust Subscription prices with at least 30 days' written notice to you. Price changes take effect at the start of your next billing cycle following the notice period. If you do not agree to a price change, you may cancel your Subscription before it takes effect.

5.6 Taxes

All fees are exclusive of GST unless otherwise stated. Where applicable, GST will be added to your invoice in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Ledger Loom will provide valid tax invoices.

6. Service Level Agreement (SLA)

6.1 Uptime commitment

We commit to a 99.9% monthly uptime for the Platform, measured as the percentage of total minutes in a calendar month during which the Platform is available and operational, excluding scheduled maintenance.

6.2 Scheduled maintenance

We will provide at least 48 hours' notice for planned maintenance windows. Where possible, maintenance will be scheduled during off-peak hours (Australian Eastern Time).

6.3 Service credits

If we fail to meet the 99.9% uptime commitment in a given month, you may request a service credit:

Service credits must be requested within 30 days of the affected month and are applied as a credit to your next billing cycle. Service credits are your sole and exclusive remedy for downtime.

7. Acceptable Use

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation.
• Upload or transmit viruses, malware, or other harmful code.
• Attempt to gain unauthorised access to the Platform, other accounts, or related systems.
• Interfere with or disrupt the Platform or its infrastructure.
• Reverse engineer, decompile, or disassemble any part of the Platform.
• Use the Platform to store or transmit content that infringes the intellectual property rights of others.
• Exceed usage limits through automated means or circumvent access restrictions.
• Resell, sublicense, or provide the Platform to third parties except as permitted through the Client Portal functionality.
• Use the Platform in a manner that could damage, disable, or impair the service for other Tenants.

Violation of this section may result in immediate suspension or termination of your account.

8. Intellectual Property

8.1 Our intellectual property

The Platform, including all software, designs, text, graphics, interfaces, and underlying technology, is owned by or licensed to Ledger Loom and is protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable licence to access and use the Platform for the duration of your Subscription, solely for your internal business purposes.

8.2 Your data

You retain all ownership rights in your Tenant Data. By uploading Tenant Data to the Platform, you grant us a limited licence to host, store, process, and display your data solely for the purpose of providing the Platform to you. This licence terminates when your data is deleted from our systems.

8.3 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Platform, you grant us an irrevocable, royalty-free licence to use, modify, and incorporate such feedback into the Platform without restriction or obligation to you.

9. Data Processing and Privacy

9.1 Privacy Policy

Our collection and use of Personal Information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

9.2 Data processing agreement

With respect to Client data that you upload to the Platform, you are the data controller and Ledger Loom is the data processor. We will:

• Process Client data only on your documented instructions and for the purpose of providing the Platform.
• Implement appropriate technical and organisational security measures (as described in our Security page).
• Not access Client data except as necessary to provide support requested by you, maintain the Platform, or comply with law.
• Notify you without undue delay upon becoming aware of a data breach affecting your Client data.
• On termination or expiry, delete or return Client data in accordance with Section 10.
• Ensure our personnel who access Client data are bound by obligations of confidentiality.

9.3 Sub-processors

We use the third-party sub-processors described in our Privacy Policy (Section 7). We will notify you of any material changes to our sub-processor list.

9.4 Data residency

All primary Tenant Data is stored in Microsoft Azure's Australia East region. Cross-border transfers occur only as described in our Privacy Policy.

9.5 Tenant isolation

The Platform implements strict logical data isolation between Tenants. Your data is segregated from other Tenants' data at the application and database level, ensuring no Tenant can access another Tenant's data.

10. Cancellation and Termination

10.1 Cancellation by you

You may cancel your Subscription at any time by providing 30 days' written notice to us. Upon cancellation:

• Your Subscription will remain active until the end of the 30-day notice period.
• A pro-rata refund will be issued for any unused portion of your prepaid Subscription fee. See our Refund Policy for details.
• You may export your Tenant Data during the notice period.
• After cancellation, your data will be retained for 90 days before permanent deletion.

10.2 Termination by us

We may suspend or terminate your account immediately if:

• You materially breach these Terms and fail to cure the breach within 14 days of written notice.
• You engage in fraudulent, illegal, or abusive activity.
• Your payment is overdue by more than 30 days after written reminder.
• You become insolvent, enter administration, or cease trading.

10.3 Effect of termination

Upon termination, all licences granted under these Terms cease immediately. Sections relating to intellectual property, limitation of liability, indemnification, and governing law survive termination.

11. Limitation of Liability

11.1 Exclusion of certain damages

To the maximum extent permitted by law, Ledger Loom shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or related to your use of the Platform.

11.2 Cap on liability

Our total aggregate liability to you for all claims arising under or in connection with these Terms shall not exceed the total fees paid by you to Ledger Loom in the 12 months preceding the claim.

11.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

12. Indemnification

You agree to indemnify, defend, and hold harmless Ledger Loom and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Platform in violation of these Terms.
• Your breach of any representation or warranty made in these Terms.
• Your violation of any applicable law or regulation.
• Any claim by a third party (including your Clients) arising from Tenant Data you upload to the Platform.

13. Third-Party Integrations

The Platform may integrate with third-party services, including but not limited to QuickBooks Online, Stripe, and eWay. Your use of such integrations is subject to the respective third party's terms of service and privacy policy. Ledger Loom is not responsible for the availability, accuracy, or content of third-party services, or for any loss or damage arising from your use of such services.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power failures, internet disruptions, or failures of third-party service providers.

15. Modifications to Terms

We may modify these Terms at any time. Material changes will be notified with at least 30 days' notice via email or in-platform notification. Continued use of the Platform after the effective date constitutes acceptance of the modified Terms.

16. Dispute Resolution

16.1 Informal resolution

Before initiating formal proceedings, both parties agree to attempt to resolve disputes informally by providing written notice and engaging in good-faith negotiation for at least 30 days.

16.2 Mediation

If informal resolution is unsuccessful, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in accordance with ADC Mediation Guidelines.

16.3 Governing law and jurisdiction

These Terms are governed by the laws of the State of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

17. General Provisions

• Entire agreement: these Terms, together with the Privacy Policy and Refund Policy, constitute the entire agreement between you and Ledger Loom regarding the Platform.
• Severability: if any provision is found to be invalid or unenforceable, the remaining provisions continue in full force.
• Waiver: failure to enforce any right or provision shall not constitute a waiver of such right.
• Assignment: you may not assign your rights without our prior written consent. We may assign ours in connection with a merger, acquisition, or sale of assets.
• Notices: all notices shall be in writing and sent to your account email or to hello@ledgerloom.com.au.

18. Contact Us

For questions about these Terms of Service, please contact us: