Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between your organisation ("Customer", "you", or "your") and GreenTick ("we", "us", or "our") governing your access to and use of the GreenTick platform available at https://greentickapp.com and all related services (collectively, the "Service").

By accessing or using the Service, you confirm that you have the authority to bind your organisation to these Terms and that you agree to be bound by them. If you do not agree, you must not use the Service.

2. Definitions

• "Authorised Users" means the individuals within the Customer's organisation who are authorised to access and use the Service under the Customer's subscription.
• "Customer Data" means all data, including financial records, general ledger data, trial balance data, documents, and other materials uploaded to, created within, or generated through the Service by the Customer or its Authorised Users.
• "Subscription" means the Customer's right to access and use the Service for the duration and according to the plan selected.
• "Subscription Fee" means the recurring fees payable by the Customer for the Subscription as set out in the applicable pricing plan.

3. Service Description

GreenTick is a cloud-based month-end close management platform that enables accounting teams to import general ledger data, perform account reconciliations, manage close checklists, maintain audit trails, and generate eBinders for audit purposes. The Service includes AI-assisted features for document reading and reconciliation matching.

4. Account Registration and Security

To use the Service, you must register for an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities conducted under your account.

The Customer's administrator is responsible for managing Authorised Users and assigning appropriate roles and permissions. You must notify us immediately of any unauthorised access to or use of your account.

5. Subscription, Fees, and Payment

Access to the Service is provided on a subscription basis. Subscription Fees are charged in advance on a monthly or annual basis depending on the plan selected. All fees are quoted in British Pounds Sterling (GBP) and are exclusive of VAT unless otherwise stated.

We reserve the right to change our pricing with 30 days' written notice. Price changes will take effect at the start of the next billing period following the notice period.

If payment is not received within 14 days of the due date, we may suspend access to the Service until payment is made in full.

6. Customer Data and Ownership

The Customer retains all rights, title, and interest in and to Customer Data. We do not claim ownership of Customer Data. We process Customer Data solely for the purpose of providing the Service and in accordance with our Privacy Policy.

By uploading Customer Data to the Service, you grant us a non-exclusive, worldwide licence to host, store, process, and display Customer Data solely as necessary to provide the Service.

You are solely responsible for the accuracy, quality, and legality of Customer Data and for ensuring that your use of the Service complies with applicable laws and regulations.

7. Intellectual Property

All intellectual property rights in the Service, including the software, design, documentation, and branding, are and remain the exclusive property of GreenTick or its licensors. Nothing in these Terms grants you any rights in the Service other than the limited right to use it in accordance with these Terms.

You must not copy, modify, distribute, reverse engineer, decompile, or create derivative works of any part of the Service without our prior written consent.

8. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Upload or transmit any malicious software, viruses, or harmful code.
• Attempt to gain unauthorised access to any part of the Service, other accounts, or related systems.
• Interfere with or disrupt the integrity or performance of the Service.
• Use the Service to store or process data subject to specific regulatory regimes (e.g. payment card data under PCI-DSS) unless expressly agreed in writing.
• Sub-license, resell, or make the Service available to any third party without our written consent.

9. Service Availability and Support

We will use commercially reasonable efforts to make the Service available 99.5% of the time, measured monthly, excluding planned maintenance windows. We will provide reasonable notice of planned maintenance where practicable.

Support is available via the in-app support form and email. Response times depend on the severity of the issue and the Customer's subscription plan.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Our total aggregate liability under or in connection with these Terms shall not exceed the total Subscription Fees paid by the Customer in the 12-month period immediately preceding the event giving rise to the claim.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if we have been advised of the possibility of such damages.
• We shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

11. Indemnification

The Customer shall indemnify, defend, and hold harmless GreenTick 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 in connection with: (a) the Customer's use of the Service in breach of these Terms; (b) Customer Data or the Customer's use of Customer Data; or (c) the Customer's violation of applicable laws or regulations.

12. Term and Termination

These Terms commence when you first access the Service and continue for the duration of your Subscription. Either party may terminate the Subscription by providing at least 30 days' written notice before the end of the then-current billing period.

We may suspend or terminate your access to the Service immediately if: (a) you breach any material provision of these Terms; (b) you fail to pay Subscription Fees when due; or (c) we are required to do so by law.

Upon termination, you may request an export of your Customer Data within 30 days. After this period, we may delete Customer Data in accordance with our data retention policy.

13. Confidentiality

Each party agrees to treat as confidential all information received from the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Neither party shall disclose the other party's Confidential Information to any third party except as permitted under these Terms or with the disclosing party's prior written consent.

14. Changes to Terms

We may update these Terms from time to time. When we make material changes, we will notify you by email or by posting a notice on the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date constitutes your acceptance of the revised Terms.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before commencing legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days.