Effective Date: 10 June 2024

Last Updated: 25 September 2024

1. Introduction

These Terms of Service (”Terms”) constitute a legally binding agreement between you (”Client,” “you,” or “your”) and Briefcase Tech Ltd (”Briefcase,” “we,” “us,” or “our”), a company registered in England and Wales (Company Number: 15805625), concerning your access to and use of our website located at https://www.briefcase.so (the “Site”) and our Software as a Service (”SaaS”) platform and related services (collectively, the “Services”).

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree with these Terms, you must not access or use our Services.

2. Definitions

• “Client Data” means any data, information, or material provided, uploaded, or submitted by the Client or its End Users to the Services, including personal data contained in invoices, receipts, and financial documents.

• “Personal Data” has the meaning given under the UK General Data Protection Regulation (”UK GDPR”) and Data Protection Act 2018.

• “Data Controller” is the entity that determines the purposes and means of processing Personal Data. In this context, the Client is the Data Controller.

• “Data Processor” is the entity that processes Personal Data on behalf of the Data Controller. Briefcase is the Data Processor.

• “Sub-Processor” is any third party appointed by or on behalf of the Data Processor to process Personal Data on behalf of the Data Controller.

3. Services Overview

Briefcase provides an AI-powered platform that automates accounting tasks by processing invoices, receipts, and other financial documents using multimodal AI technologies. Our Services integrate with third-party accounting software like Xero to streamline bookkeeping processes.

4. Roles and Responsibilities Under GDPR

4.1. Client as Data Controller

• The Client determines the purposes and means of processing Personal Data and is responsible for ensuring compliance with GDPR and other applicable data protection laws.

• The Client must ensure that it has a lawful basis for processing Personal Data and for instructing Briefcase to process Personal Data on its behalf.

4.2. Briefcase as Data Processor

• Briefcase processes Personal Data on behalf of the Client in accordance with the Client’s instructions and these Terms.

• Briefcase shall comply with GDPR requirements applicable to Data Processors, including implementing appropriate technical and organisational measures to protect Personal Data.

5. Processing of Personal Data

5.1. Subject Matter and Duration

• Subject Matter: The processing of Personal Data as necessary to provide the Services, including capturing, processing, and automating accounting tasks.

• Duration: The term of these Terms until termination or expiration, plus any period thereafter until deletion of all Personal Data by Briefcase in accordance with these Terms.

5.2. Nature and Purpose of Processing

• Nature: Processing Personal Data through AI technologies to automate accounting tasks.

• Purpose: To provide the Services as described in these Terms, including processing invoices and receipts, extracting necessary information, and posting to Xero.

5.3. Types of Personal Data

• Personal Data contained within invoices, receipts, and financial documents, which may include names, addresses, contact details, transaction details, and any other personal information submitted by the Client or End Users.

5.4. Categories of Data Subjects

• Individuals whose Personal Data is contained within the Client Data, including the Client’s customers, suppliers, and employees.

6. Obligations of Briefcase as Data Processor

6.1. Processing on Documented Instructions

• Briefcase shall process Personal Data only on documented instructions from the Client, including with regard to transfers of Personal Data to a third country, unless required to do so by law.

6.2. Confidentiality

• Briefcase ensures that all personnel authorised to process Personal Data are bound by confidentiality obligations.

6.3. Security Measures

• Briefcase shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including:

• Encryption of Personal Data in transit and at rest.

• Measures to ensure ongoing confidentiality, integrity, availability, and resilience of processing systems.

• Regular testing and evaluation of the effectiveness of security measures.

6.4. Sub-Processing

• Authorised Sub-Processors: The Client authorises Briefcase to engage the following Sub-Processors:

• Amazon Web Services (AWS) (Ireland): Cloud infrastructure and storage.

• Render (Frankfurt): Cloud hosting services.

• OpenAI (USA): Large Language Model (LLM) provider under an enterprise agreement with a Data Processing Addendum.

• Stripe (USA): Payment processing services.

• Sub-Processor Obligations: Briefcase shall ensure that Sub-Processors are bound by data protection obligations equivalent to those in these Terms.

6.5. Assistance to the Client

• Briefcase shall assist the Client in:

• Responding to data subject requests under GDPR.

• Ensuring compliance with obligations regarding security of processing, data breach notifications, data protection impact assessments, and prior consultations with supervisory authorities.

6.6. Personal Data Breach Notification

• In the event of a Personal Data Breach, Briefcase shall notify the Client without undue delay upon becoming aware of the breach and provide all relevant information to assist the Client in complying with its breach notification obligations.

6.7. Data Deletion and Return

• Upon termination of the Services, Briefcase shall, at the choice of the Client, delete or return all Personal Data, unless retention is required by applicable law.

6.8. Audit Rights

• Briefcase shall make available to the Client all information necessary to demonstrate compliance with its obligations and allow for audits conducted by the Client or an auditor mandated by the Client.

7. Obligations of the Client as Data Controller

• Compliance: The Client warrants that it complies with all applicable data protection laws regarding the processing of Personal Data.

• Lawful Basis: The Client confirms that it has a lawful basis for processing Personal Data and for instructing Briefcase to process Personal Data on its behalf.

• Instructions: The Client’s instructions for processing shall comply with applicable laws. The Client shall not instruct Briefcase to process Personal Data in a way that would violate applicable laws.

8. International Data Transfers

We may transfer your personal information to countries outside of your residence, including to countries that may not have the same level of data protection laws as your home country. When we do so, we will take steps to ensure that your personal information is adequately protected in accordance with our Privacy Policy.

9. Use of Services

9.1. Permitted Use

• You may use the Services solely for your internal business purposes and in compliance with these Terms.

9.2. Prohibited Activities

• You agree not to:

• Use the Services in violation of any applicable laws or regulations.

• Upload or transmit any material that infringes the intellectual property rights of others.

• Attempt to gain unauthorised access to the Services or related systems.

10. Pricing and Payment Terms

10.1. Pricing

• Subscription Plans: Pricing is based on the number of invoices processed per month. Detailed pricing information is available on our Pricing Page.

• Overage Charges: Invoices processed beyond your plan limit are charged at £0.32 per additional invoice.

10.2. Billing and Payment

• Billing Cycle: Subscriptions are billed monthly via Stripe. The billing cycle commences on the date of purchase.

• Payment Method: You must provide a valid payment method. By providing payment information, you authorise Briefcase to charge all fees incurred through your account.

10.3. Automatic Renewal

• Subscriptions automatically renew at the end of each billing cycle unless cancelled at least three (3) business days before the next billing date.

10.4. Late Payments

Late payments may incur interest and could result in service suspension.

10.5. Price Changes

• Notification: We will provide at least 30 days’ notice of any changes to pricing or subscription fees.

11. Upgrades, Downgrades, and Cancellations

11.1. Upgrades

• Immediate Effect: Upgrades to a higher-tier plan take effect immediately, and the adjusted fees are prorated for the remaining billing cycle.

11.2. Downgrades

• Next Billing Cycle: Downgrades take effect at the start of the next billing cycle.

11.3. Cancellation

• Procedure: You may cancel your subscription by contacting support@briefcase.so.

• Effective Date: Cancellation requests must be made at least three (3) business days before the next billing cycle to avoid charges for that cycle.

• Access Termination: Upon cancellation, access to the Services continues until the end of the current billing period.

11.4. Overages

• Billing for Overages: Additional charges for overages will be included in the next billing cycle or invoiced separately at the end of the current cycle.

12. Refund Policy

• 30-Day Refund Window: If you are not satisfied with the Services, you may request a full refund within 30 days of purchase.

• Refund Requests: Contact support@briefcase.so to initiate a refund. Refunds are issued at our sole discretion.

13. Intellectual Property Rights

• Ownership: All intellectual property rights in the Services and Site are owned by Briefcase or its licensors.

• License Grant: Briefcase grants you a non-exclusive, non-transferable, revocable license to use the Services in accordance with these Terms.

• Restrictions: You shall not reproduce, distribute, modify, or create derivative works of the Services without prior written consent.

14. Confidentiality

• Definition of Confidential Information: All non-public information disclosed by one party to the other, whether orally or in writing, designated as confidential or that reasonably should be understood to be confidential.

• Obligations: Each party agrees to:

• Use Confidential Information solely for the purpose of fulfilling its obligations under these Terms.

• Not disclose Confidential Information to any third party except as permitted under these Terms.

• Protect Confidential Information with the same degree of care it uses to protect its own confidential information.

15. Disclaimers and Limitations of Liability

15.1. Disclaimer of Warranties

• As-Is Basis: The Services are provided on an “as-is” and “as-available” basis without warranties of any kind.

• No Guarantee: Briefcase does not guarantee that the Services will be error-free, uninterrupted, or meet your specific requirements.

15.2. Limitation of Liability

• Indirect Damages: To the maximum extent permitted by law, Briefcase shall not be liable for any indirect, incidental, special, consequential, or punitive damages.

• Aggregate Liability: Briefcase’s total liability under these Terms shall not exceed the total amount paid by you to Briefcase in the twelve (12) months preceding the claim.

15.3. Indemnification

• Your Obligations: You agree to indemnify and hold harmless Briefcase from any claims, damages, or losses arising out of your use of the Services or violation of these Terms.

16. Termination

16.1. Termination by Client

• For Convenience: You may terminate these Terms and your use of the Services at any time by cancelling your subscription.

16.2. Termination by Briefcase

• For Cause: Briefcase may terminate or suspend your access to the Services immediately if you breach these Terms.

• For Convenience: Briefcase may terminate these Terms for any reason by providing at least thirty (30) days’ written notice.

16.3. Effects of Termination

• Cease Use: Upon termination, you must cease all use of the Services.

• Data Access: We will make Client Data available to you for thirty (30) days following termination, after which it will be deleted unless otherwise required by law.

17. Governing Law and Dispute Resolution

17.1. Governing Law

• These Terms shall be governed by and construed in accordance with the laws of England and Wales.

17.2. Dispute Resolution

• Negotiation: Parties shall attempt to resolve disputes informally through negotiation.

• Mediation: If unresolved, disputes may be referred to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

• Jurisdiction: Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18. Compliance with Laws

Both parties shall comply with all applicable laws and regulations, including but not limited to:

• Data Protection Laws: GDPR, UK Data Protection Act 2018.

19. Changes to the Terms

• Modification: Briefcase reserves the right to modify these Terms at any time.

• Notice: We will notify you of any changes by posting the new Terms on our website and updating the “Last Updated” date at the top of this document.

• Acceptance: Continued use of the Services after changes become effective constitutes your acceptance of the new Terms.

20. Miscellaneous

20.1. Entire Agreement

• These Terms, along with the Privacy Policy, constitute the entire agreement between you and Briefcase regarding the Services.

20.2. Severability

• If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20.3. Waiver

• The failure of either party to enforce any right or provision shall not constitute a waiver of future enforcement of that right or provision.

20.4. Assignment

• You may not assign or transfer any rights or obligations under these Terms without prior written consent from Briefcase. Briefcase may assign its rights under these Terms without condition.

20.5. Force Majeure

• Neither party shall be liable for any failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, war, terrorism, riots, or internet failures.

21. Contact Information

If you have any questions about these Terms, please contact us:

• Email: support@briefcase.so

Acknowledgment

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.