The agreement between your organisation and Case Ledger Tech.

These terms of service are between Case Ledger Tech Ltd, a company registered in England and Wales under number 17009166, whose registered office is at registered office address and which trades as Proxy ("Case Ledger Tech", "we", "us"), and the organisation named on the Order Form ("the Customer", "you").

Proxy is a trading style rather than a separate company. Where these terms, the Service, an invoice or the website say Proxy, the contracting party is Case Ledger Tech Ltd.

They apply to your use of Proxy, a set of modular business services provided over an API and a web interface (the "Service"), together with the Acceptable Use Policy and the Data Processing Terms, each of which forms part of this agreement.

Where these documents conflict, the following order applies, highest first:

1. the Order Form, for anything it expressly varies;
2. the Data Processing Terms, for anything concerning personal data;
3. these terms of service;
4. the Acceptable Use Policy.

These terms carry a version and an effective date. Your Order Form incorporates the version current when it was signed, and that version continues to apply to you until it is changed under clause 14. Superseded versions remain available on request.

There is no click-through acceptance and no free tier. Access begins when an Order Form is signed and your organisation is provisioned.

In this agreement:

Customer Data

means everything you or your Users send to the Service or generate through it, including documents, extracted values, signature records, messages and the metadata attached to them.

Credits

means the prepaid unit of account described in clause 6, against which metered Operations are charged.

Integration

means a set of credentials issued within your organisation, holding scopes, through which the Service is called.

Operation

means a single metered unit of work performed by a Service, identified by its operation key and measured in the billing unit published for that key.

Order Form

means the document signed by both parties setting out the Services enabled, the rates, the term, the region and any variation to these terms.

Services

means the individual Proxy services enabled on your Order Form, each with its own responsibility, its own API scopes and its own meter.

User

means an individual you authorise to access the Service, whether through the web interface or through an Integration.

A reference to writing includes email. A reference to a statute includes it as amended or re-enacted. Headings do not affect interpretation, and "including" does not limit what precedes it.

We grant you a non-exclusive, non-transferable right, for the term of this agreement, to access and use the Services on your Order Form for your own business purposes and those of your customers, subject to this agreement.

The Service is provided as a service. No software is licensed to you, no source code is provided, and nothing in this agreement transfers any right in the platform, its interfaces or its documentation.

We may change how the Service works. We will not make a change that materially reduces a published API contract during your term without at least API deprecation notice period written notice. The API is versioned in its path so that this is possible.

A Service described in the documentation as preview, beta, or not yet published, is provided without warranty or service commitment, may change without notice, and may be withdrawn.

We provide support as set out on your Order Form. Where the Order Form is silent, support is through the form at poweredbyproxy.co.uk/access#request during UK business hours, with no committed response time.

These terms contain no availability commitment. Any uptime commitment is the one stated on your Order Form, and there is none if it states none.

You are responsible for everything done through your organisation, whether by a User, by an Integration, or by anybody who obtains your credentials. Every mutation records a named actor, and that record is evidence of who acted; you are responsible for the accuracy of the identities you provision.

You must:

1. keep secret keys secret, and never place one in a browser, a mobile application or a public repository;
2. use publishable keys and client sessions, rather than secret keys, for anything running on a device you do not control;
3. give each Integration only the scopes it needs, and remove access when a User leaves;
4. tell us without undue delay through the form at poweredbyproxy.co.uk/access#request, saying that it is a security report, if you believe a credential has been disclosed.

We may rotate or revoke a credential immediately where we reasonably believe it has been compromised, and we will tell you when we do.

You must not circumvent, or attempt to circumvent, scopes, entitlement checks, rate limits, or the isolation between organisations. The Acceptable Use Policy sets out what is and is not permitted.

Customer Data is and remains yours. We claim no ownership of it, and we do not use it to train models for anybody else.

You grant us a licence to host, copy, transmit, process and display Customer Data to the extent needed to provide the Service to you, to keep it secure, and to meet a legal obligation. That licence ends when the data is deleted.

You are responsible for the Customer Data: that you are entitled to send it, that you have a lawful basis for the processing you instruct, that it is accurate enough for the use you put it to, and that sending it to us breaches no duty you owe to anybody else.

Where Customer Data contains personal data, the Data Processing Terms apply and you are the controller. Your use of the Service is your instruction to process it.

Retention is yours to set. Storage class and retention are explicit per object. Deletion stays reversible for the window published for that storage class, and after that window it is not reversible by either party.

Extraction, classification and similar outputs are produced by automated processing and are not certified as accurate. Where an output feeds a decision affecting a person, you are responsible for the review that decision requires.

Metered Operations are charged against Credits. Credits are purchased in advance at the price on your Order Form and are consumed as Operations are performed.

Each metered Operation writes a usage record carrying the operation key, the quantity, the billing unit and the cost. Operations priced at zero are recorded in full rather than omitted. Usage is readable through the API and the web interface at no charge.

Rates are those on your Order Form. A rate shown on our website is indicative, is labelled as such, and forms no part of this agreement. We may change rates on rate change notice period written notice, effective at your next renewal; a rate change never applies retrospectively to Credits already purchased.

Credits expire credit expiry period after purchase and are not refundable except under clause 12.4, clause 10.4, or where the law requires it.

Invoices are payable within payment terms of the invoice date, in billing currency, without set-off or deduction. All sums are exclusive of VAT, which is added at the prevailing rate.

If an invoice is overdue we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend under clause 9 after giving you overdue payment notice period written notice.

If you dispute an invoice in good faith, tell us within invoice dispute window of receiving it, with enough detail to identify the Operations in question. You must pay the undisputed part on time. We will resolve the dispute against the usage records, which are the evidence of what was charged and why.

Each party will keep the other's confidential information confidential, use it only for this agreement, and disclose it only to those of its personnel and advisers who need it and are under equivalent obligations.

This does not apply to information that is public through no breach of this clause, was already lawfully held, is independently developed, or must be disclosed by law or by a regulator. In that last case the disclosing party will tell the other first, where it is lawful to do so.

These obligations continue for confidentiality survival period after this agreement ends, and indefinitely for anything that is a trade secret or personal data.

We own the Service and everything in it other than Customer Data, including every improvement to it, whoever suggested the improvement.

If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them, with no obligation to you. We will not identify you as the source without your consent.

You may not copy, adapt, reverse engineer, or build a competing service from the Service, except to the extent that restriction is void under section 296A of the Copyright, Designs and Patents Act 1988.

Neither party may use the other's name, logo or marks publicly without written consent. We do not publish customer names, and a reference call is arranged with permission or not at all.

We may suspend all or part of your access where:

1. an invoice is overdue and the notice under clause 6.6 has expired;
2. we reasonably believe the Service is being used in breach of the Acceptable Use Policy;
3. we reasonably believe continued access presents a security risk to the Service, to you, or to another organisation;
4. we are required to suspend by law or by a regulator.

We will give as much notice as the circumstances allow, suspend no more than is needed to address the cause, tell you what the cause is, and restore access promptly once it is resolved.

Suspension does not suspend your payment obligations, unless the suspension was our fault.

Suspension is not termination. During a suspension your data is retained and is not deleted.

This agreement runs for the initial term on your Order Form and renews for successive periods of the same length, unless either party gives written notice of non-renewal at least non-renewal notice period before the end of the current term.

Either party may terminate immediately on written notice if the other commits a material breach that cannot be remedied, or can be remedied and is not remedied within 30 days of written notice describing it, or becomes insolvent within the meaning of the Insolvency Act 1986.

You may terminate for convenience on termination for convenience notice period written notice. Prepaid Credits are not refunded on a termination for convenience.

If we terminate for convenience, or you terminate for our material breach, we will refund the unused portion of prepaid Credits on a pro rata basis.

On termination your access ends, Customer Data remains available for export for post-termination export window, and after that window it is deleted in accordance with the Data Processing Terms. Ask before the window closes rather than after it.

Clauses 5.1, 7, 8, 11, 12, 13 and 15 survive termination, together with anything else which by its nature should.

Each party warrants that it has authority to enter into this agreement, and that it will comply with the law applying to it in performing this agreement, including applicable anti-bribery and sanctions law.

We warrant that we will provide the Service with reasonable skill and care, and that we will not knowingly introduce malicious code into it.

Except as expressly stated, the Service is provided as it is. All warranties, conditions and terms implied by statute or common law are excluded to the fullest extent the law permits.

In particular, we do not warrant that the Service will be uninterrupted or error free, that automated extraction or classification will be accurate for your documents, or that an electronic signature record will be held valid in any particular forum. What a signature record establishes is what it contains: the signer reference, the capture method, the timestamps, the status history and the validation result.

You will indemnify us against losses, damages and reasonable costs arising from a third party claim that Customer Data, or your use of the Service, infringes that third party's rights, breaches the Acceptable Use Policy, or breaches data protection law in a way that is not our responsibility under the Data Processing Terms.

We will indemnify you against losses, damages and reasonable costs arising from a third party claim that the Service, as provided by us, infringes that third party's intellectual property rights in the United Kingdom, provided you tell us promptly, let us conduct the defence, and do not admit liability.

Clause 12.2 does not apply where the claim arises from Customer Data, from use of the Service in breach of this agreement, or from a modification we did not make.

If a claim under clause 12.2 is made or is likely, we may at our option obtain the right for you to continue, modify the Service so that it does not infringe, or terminate the affected Service and refund prepaid Credits for it on a pro rata basis.

Nothing in this agreement limits or excludes either party's liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. any liability that cannot lawfully be limited, including under section 2(1) of the Unfair Contract Terms Act 1977;
4. your obligation to pay sums properly due.

Subject to clause 13.1, neither party is liable for:

1. loss of profit, revenue, business, contracts or anticipated savings;
2. loss of goodwill or reputation;
3. loss or corruption of data, to the extent it could have been avoided by the injured party keeping its own copy;
4. indirect or consequential loss of any kind.

Subject to clause 13.1, each party's total liability arising out of this agreement, whether in contract, in tort including negligence, or otherwise, is limited in aggregate to liability cap.

The limits in clauses 13.2 and 13.3 apply to the Data Processing Terms as they apply to this agreement, except where applying them would be contrary to data protection law.

Neither party is liable for a failure caused by something beyond its reasonable control, provided it tells the other and takes reasonable steps to mitigate. If such a failure continues for more than force majeure termination period, either party may terminate on written notice.

We may issue a new version of these terms. We will publish it at this address with a new version number and effective date, and give you at least terms change notice period written notice before it applies to you.

A new version applies to you at your next renewal. If it materially reduces your rights and you tell us before it takes effect, you may terminate at the end of your current term without penalty, and we will refund the unused portion of prepaid Credits.

A change we are required to make by law or by a regulator may take effect sooner, and we will say so when we give notice.

Neither party may assign this agreement without the other's consent, not to be unreasonably withheld, except to a successor to substantially the whole of its business. We may subcontract and we remain responsible for our subcontractors; subprocessors of personal data are dealt with in the Data Processing Terms.

Notices must be in writing. Notices to us go through the form at poweredbyproxy.co.uk/access#request and to our registered office. Notices to you go to the contacts on your Order Form. A notice to us takes effect when the form confirms on screen that it has been recorded; a notice to you takes effect when sent, unless the sender receives a delivery failure.

These terms, the Order Form, the Data Processing Terms and the Acceptable Use Policy are the whole agreement between the parties and replace anything said or written before. Neither party relies on any statement not set out in them, but this does not limit liability for fraudulent misrepresentation.

The parties are independent contractors. Nothing here creates a partnership, a joint venture, or an employment relationship.

A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of this agreement.

A failure to enforce a term is not a waiver of it. If a term is held unenforceable it is modified to the least extent necessary, or severed, and the rest continues.

This agreement, and any dispute arising out of it including a non-contractual one, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.