End User Licence Agreement

Last updated: 07.10.2024

This End User License Agreement ("Agreement") is a legally binding contract between you ("User", "you", or "your") and Ecomledger Ltd ("Ecomledger", "we", "us", or "our"), registered at The Keep, Creech Castle, Taunton, England, TA1 2DX. This Agreement governs your access to and use of our e-commerce accounting automation platform, including any associated software, applications, APIs, and related services (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you must not access or use the Service.

1. License Grant

Subject to your compliance with this Agreement and payment of any applicable fees, Ecomledger grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service for your internal business purposes. This license does not convey any ownership rights in the Service or any intellectual property contained therein.

2. Account Registration and Security

To use certain features of the Service, you must register an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately at development@ecomledger.co.uk if you become aware of any unauthorised use of your account or any other breach of security. We reserve the right to suspend or terminate your account if any information provided is found to be inaccurate, incomplete, or misleading.

3. Permitted Use

You may use the Service only for lawful purposes and in accordance with this Agreement. When using the Service, you agree not to:

  • Copy, modify, distribute, sell, lease, sublicense, or create derivative works based on the Service or any part thereof.
  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service.
  • Use the Service to process data on behalf of any third party without our prior written consent, unless this forms part of your legitimate business operations as intended by the Service.
  • Interfere with or disrupt the integrity or performance of the Service, its servers, or connected networks.
  • Attempt to gain unauthorised access to the Service, other user accounts, or any related systems or networks.
  • Use the Service for any fraudulent, abusive, or illegal activity, including but not limited to money laundering, tax evasion, or the processing of illicit transactions.
  • Upload, transmit, or distribute any viruses, malware, or other harmful code through the Service.
  • Remove, alter, or obscure any proprietary notices, labels, or marks on the Service.

4. Third-Party Integrations

The Service may integrate with third-party platforms such as Amazon, eBay, Shopify, Xero, QuickBooks, and other marketplace or accounting systems ("Third-Party Services"). Your use of these Third-Party Services is subject to their respective terms of service and privacy policies. Ecomledger is not responsible for the availability, accuracy, or functionality of any Third-Party Services. We do not endorse and are not liable for any content, products, or services provided by third parties. You acknowledge that any data exchanged between the Service and Third-Party Services is subject to the terms and conditions of those third parties.

5. Subscription and Payment

Access to certain features of the Service requires a paid subscription. By subscribing, you agree to pay all applicable fees as described on our website at the time of purchase. All fees are quoted in the currency specified on our pricing page and are exclusive of applicable taxes unless stated otherwise.

Subscriptions will automatically renew at the end of each billing cycle unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings or by contacting us at development@ecomledger.co.uk. Cancellation will take effect at the end of the current billing period, and you will retain access to the Service until that date. Refunds are provided only at our discretion and in accordance with applicable consumer protection laws.

6. Intellectual Property

All intellectual property rights in the Service, including but not limited to software, source code, algorithms, designs, graphics, text, trademarks, logos, and documentation, are and shall remain the exclusive property of Ecomledger or its licensors. Nothing in this Agreement transfers any intellectual property rights to you. Any feedback, suggestions, or ideas you provide regarding the Service may be used by Ecomledger without obligation or compensation to you.

7. Your Data

You retain ownership of all data you upload, submit, or transmit through the Service ("Your Data"). By using the Service, you grant Ecomledger a limited, non-exclusive license to process, store, and transmit Your Data solely for the purpose of providing and improving the Service. We will handle Your Data in accordance with our Privacy Policy.

You are solely responsible for the accuracy, quality, and legality of Your Data and the means by which you acquire it. You represent and warrant that you have all necessary rights and permissions to use and share Your Data through the Service. Ecomledger does not assume any liability for the content or accuracy of Your Data.

8. Data Protection and Privacy

We are committed to protecting your personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our collection, use, and processing of personal data is governed by our Privacy Policy, which forms part of this Agreement. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

9. Availability and Support

We will use commercially reasonable efforts to make the Service available to you, but we do not guarantee uninterrupted or error-free access. The Service may be subject to scheduled maintenance, updates, or unforeseen downtime. We will endeavour to provide reasonable notice of any planned disruptions where possible. Support is available via email at development@ecomledger.co.uk during our standard business hours.

10. Disclaimer of Warranties

The Service is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Ecomledger does not warrant that the Service will meet your specific requirements, that the Service will be uninterrupted, timely, secure, or error-free, or that the results obtained from the use of the Service will be accurate or reliable.

The Service provides accounting automation tools and is not a substitute for professional accounting, tax, or financial advice. You are responsible for verifying the accuracy of any outputs generated by the Service and for ensuring compliance with applicable accounting standards and tax regulations.

11. Limitation of Liability

To the maximum extent permitted by applicable law, Ecomledger and its directors, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising out of or in connection with your use of or inability to use the Service, even if we have been advised of the possibility of such damages.

Our total aggregate liability to you for any claims arising out of or relating to this Agreement or the Service shall not exceed the total amount of fees paid by you to Ecomledger during the twelve (12) months immediately preceding the event giving rise to the claim. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Ecomledger and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Service, your breach of this Agreement, your violation of any applicable law or regulation, or your infringement of any intellectual property or other rights of any third party.

13. Termination

This Agreement is effective until terminated. You may terminate this Agreement at any time by ceasing to use the Service and closing your account. Ecomledger may suspend or terminate your access to the Service immediately, without prior notice or liability, if you breach any provision of this Agreement or if we are required to do so by law.

Upon termination, your right to use the Service will cease immediately. You may request a copy of Your Data within thirty (30) days of termination, after which we may delete Your Data in accordance with our data retention policies. Sections of this Agreement that by their nature should survive termination shall continue in full force and effect, including but not limited to intellectual property provisions, disclaimers, limitations of liability, and indemnification.

14. Modifications to the Service and Agreement

Ecomledger reserves the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We may also update this Agreement from time to time. If we make material changes, we will notify you by updating the "Last Updated" date at the top of this Agreement and, where appropriate, by sending you an email notification or displaying a prominent notice within the Service. Your continued use of the Service after any changes constitutes your acceptance of the revised Agreement.

15. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales. Nothing in this clause shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction.

16. General Provisions

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. This Agreement constitutes the entire agreement between you and Ecomledger regarding the Service and supersedes all prior agreements, understandings, and communications, whether written or oral.

You may not assign or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Ecomledger may assign this Agreement freely in connection with a merger, acquisition, or sale of assets.

17. Contact Us

If you have any questions about this Agreement or the Service, please contact us at: