Terms and Conditions

Welcome to Ledgr Invoice! We are Ruigen Pty Ltd trading as Ledgr Invoice (ABN 56 695 832 618) ('we', 'our' or 'us') and we provide an AI-powered invoice data extraction tool known as Ledgr Invoice, as described on our Website (Software).

These terms and conditions (Terms) govern your access to and use of the Software, including any free access and any paid Subscription, and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most up-to-date version of these Terms at ledgrinvoice.au (Website). Please read these Terms carefully before using the Software or proceeding with a Subscription.

If you take up a paid plan, your Subscription is for the tiered package selected by you and agreed between us by means of the Website (Subscription Tier).

Please note that if you take up a paid Subscription, your Subscription will continue to renew, and you will continue to incur Subscription Fees, unless you cancel your Subscription in accordance with clause 13. Please ensure you contact us, or use the cancellation function on the Website, if you want to cancel your Subscription.

1. Reading and accepting these terms

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

By uploading a document to the Software, clicking to accept these Terms, creating an Account, paying for a Subscription, or otherwise accessing or using the Software, you agree to be bound by these Terms, which form a binding agreement between you (the person using the Software or, where you are using it on behalf of an entity, that entity) and us.

We may change these Terms from time to time. If we do, we will take reasonable steps to notify you, including by posting an updated version on the Website. Where a change materially and adversely affects you, we will give you reasonable advance notice before the change takes effect, and you may cancel your Subscription with effect from the date the change would take effect by notifying us before that date; if you do, we will refund any Subscription Fees you have prepaid for the period after the cancellation takes effect. Your continued use of the Software after a change takes effect represents your agreement to be bound by the Terms as amended. This clause does not apply to changes to the Subscription Fees, which are governed by clause 7.5.

2. Eligibility

By accepting these Terms, you represent and warrant that:

(a) you have the legal capacity and authority to enter into a binding contract with us; and
(b) where you make a payment, you are authorised to use the payment method you provide.

The Software is intended for use by businesses and sole traders. By using the Software, you represent and warrant that you are at least 18 years old and are accessing the Software for business or commercial purposes.

If you are using the Software on behalf of a company, employer, organisation, government or other legal entity (Represented Entity), then 'you' or 'your' means the Represented Entity, you are binding the Represented Entity to these Terms, and you represent and warrant that you are authorised to do so.

3. Duration of your subscription

(a) These Terms commence on the date you first accept them (as set out in clause 1) and continue for as long as you use the Software. If you take up a paid Subscription, your Subscription commences when you subscribe and continues for the Subscription Period and any Renewal Periods, unless terminated earlier in accordance with clause 13.

(b) Subject to clause 3(c), upon expiry of the Subscription Period your Subscription will automatically renew on an ongoing basis for a period equal to the Subscription Period (each a Renewal Period).

(c) Your Subscription will not automatically renew on expiry of the then-current Subscription Period or Renewal Period (Renewal Date) if either party provides written notice of cancellation before the Renewal Date in accordance with clause 13.

(d) We will give you written notice of each upcoming renewal, the Subscription Fees that will apply on renewal, and any changes to these Terms (Renewal Notice). We will provide the Renewal Notice at least 15 days before the Renewal Date for an Annual Plan. For any other Subscription, we will provide the Renewal Notice at least 5 Business Days before the Renewal Date if the Subscription Fees or these Terms will change on renewal.

4. The solution

4.1 Scope of the solution

We provide a web-based tool that uses artificial intelligence to extract structured data from invoice documents you upload (such as PDFs or images) and convert it into a downloadable format (such as XLSX or CSV) (the Software, together with any Documentation, the Solution).

Your access to the Solution includes the benefits and limitations of the access tier you use, including any free tier and, if applicable, your Subscription Tier, as set out on our Website or as otherwise communicated to you (and as amended from time to time by notice to you).

4.2 Accounts

(a) Account creation may not be required to access the free tier of the Software. Access to paid Subscription Tiers requires you to register for an account through the Website (an Account).

(b) To register and maintain an Account, you may be required to provide information such as your email address and full name. Payment and billing details are collected and processed by our payment partner (see clause 7.9).

(c) You warrant that any information you give us in the course of registering and maintaining an Account is accurate, honest, correct and up-to-date.

(d) Each Account is for use by a single user. You must not share your Account or Account credentials with any other person. You acknowledge and agree that we are not liable for any loss arising from your sharing of, or any unauthorised access to, your Account, and you must notify us immediately of any unauthorised use.

4.3 Disclaimer

You acknowledge and agree that:

(a) the Software is a productivity tool that extracts data from the documents you provide. It does not interpret, validate, verify or advise on that data, and it is not a substitute for professional accounting, bookkeeping, tax, financial or legal services;
(b) any output of the Software, and any information provided in connection with the Solution, is general in nature, may not be suitable for your circumstances, and does not constitute financial, tax, accounting, legal or other professional advice. You should obtain your own professional advice before relying on any output; and
(c) it is your responsibility to comply with the laws relevant to your business, including tax, record-keeping and privacy laws.

4.4 AI disclosure

(a) How the Software uses AI. The Software uses artificial intelligence to perform its core function. When you upload a document, its content is read by an AI model, which identifies and extracts relevant fields (such as vendor name, ABN, invoice dates, line items, amounts and GST) and returns them to you as structured data and a downloadable file.

(b) AI provider. Extraction is currently performed using Anthropic's Claude via the Anthropic API. Anthropic, PBC is a third-party AI provider based in the United States. Information about how Anthropic handles data submitted to its API is set out in Anthropic's privacy policy at www.anthropic.com/legal/privacy. We may change our AI provider or model from time to time.

(c) What the AI does not do. The AI extracts data from the documents you upload. It does not verify whether a document is genuine, correct or complete, does not provide any financial, tax, accounting or legal interpretation of the data, and does not make any decision on your behalf. We do not use your uploaded documents or the extracted data to train AI models, and your documents are not stored or retained by us after processing (see clauses 5 and 8.2).

(d) Accuracy and your responsibility. AI extraction is not error-free. Accuracy may be lower for poor-quality or scanned images, unusual or non-standard layouts, handwritten documents, and varying currency or date formats, and the output may contain errors, omissions or misinterpretations. Where available, the Software indicates a confidence level for an extraction and identifies any fields it was unable to read. You are solely responsible for reviewing and verifying all extracted data before relying on it for any purpose, including accounting, tax, payment or business decisions. To the maximum extent permitted by law, we do not warrant that any output is complete or accurate.

4.5 Software licence

While your access to the Software is maintained, we grant you a non-exclusive, non-transferable, revocable licence to use the Software and any Documentation for the purpose for which the Software is designed. Your licence is limited to one user.

We may from time to time, in our discretion, release upgraded, improved, modified or new versions of the Software (Enhancements). Enhancements will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

We may change any features of the Solution at any time on notice to you.

4.6 Support services

The Software is largely self-service. We will provide reasonable general support to help resolve technical issues with the Software (Support Services). Unless otherwise agreed in writing:

(a) we will use reasonable endeavours to respond to support requests, but you acknowledge that we are not available 24/7 and may not respond within any particular time frame;
(b) you must first try to resolve any issue yourself, and we will not assist with issues beyond our reasonable control; and
(c) you will not have any claim for delay in your access to the Software due to any failure or delay in Support Services.

5. How we handle the documents you upload

(5.1) In-memory processing; no storage of content. When you upload a document to the Software, its content is processed in memory for the sole purpose of extracting data and returning the output to you. We do not store the original documents you upload, and they are discarded once processing is complete.

(5.2) AI processing and overseas transfer. To perform the extraction, the content of your uploaded document is transmitted to and processed by our third-party AI provider, Anthropic, PBC, on servers located in the United States. Our AI provider does not use that content to train its AI models, and deletes API data within its retention period (currently up to 30 days). Because your content is transmitted to and processed in the United States, if you require your data to remain within Australia the Software may not be suitable for you.

(5.3) No training or other use. We do not use the content of your uploaded documents, or the extracted output, to train AI models or for any purpose other than providing the Solution to you.

(5.4) Account and usage data. We collect and store limited account and usage information (such as your email address and name, and metadata about your use of the Software, including file type, file size, timestamp, extraction status and Subscription usage) using a hosting provider with servers in Australia. We use this information to operate, secure and monitor the Software. We monitor account and usage activity, not the content of your documents.

(5.5) Extraction history for paid subscribers. If you are a Starter or Pro subscriber, we store the extracted output (the structured data only, not the original document) in our Australian database so that you can access your extraction history. We store this extracted output for 30 days (Starter) or 60 days (Pro), after which it is automatically deleted. We use the stored output only to provide the extraction history feature to you, and we do not use it to train AI models or disclose it to any third party. If you cancel your Subscription, your stored extraction history is deleted (see clause 13.3); downgrades are dealt with in clause 12.

(5.6) Your responsibility. You are responsible for the documents you upload and must ensure you are authorised to process and disclose their content for the purpose of using the Software.

(5.7) Privacy Policy. Our handling of personal information is described in more detail in our Privacy Policy.

6. Your obligations

You warrant that all information, documentation and other Material you provide to us, or upload to the Software, is complete, accurate and up-to-date, and you release us from all liability for any loss or damage to the extent it is caused or contributed to by that information, documentation or Material being incomplete, inaccurate or out-of-date.

You must, and must ensure that any person you permit to use your Account complies with, these Terms at all times. You indemnify us against any damage, loss or expense we suffer or incur to the extent it is caused by your breach of these Terms or your misuse of the Software, except to the extent that the damage, loss or expense was caused by our own negligence or breach of these Terms.

You must not, and must not encourage or permit any other person to, without our prior written approval:

— use the Software for any unlawful, fraudulent or harmful purpose, or to facilitate any unlawful, fraudulent or harmful activity, including generating fraudulent invoices or financial documents;
— upload any document that you do not have the right to process or disclose;
— upload any inappropriate, offensive, illicit, illegal, infringing or harmful material, or any material that contains malware, viruses or other malicious code;
— misrepresent any output of the Software as certified, audited, or professionally verified;
— use the Software for any purpose other than that for which it is designed;
— adapt, modify, tamper with, make copies of, or create derivative works from the Software or any Documentation;
— remove or alter any copyright, trade mark or other notice on or forming part of the Software or Documentation;
— decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
— scrape, or make automated use of, the Software, or access it beyond any published limits;
— attempt to circumvent any security feature or technological protection of the Software;
— sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or Documentation to any third party;
— integrate the Software with third-party software or data, or incorporate APIs into the Software, other than as expressly permitted by us in writing; or
— act in any way that may harm our reputation or that of associated or interested parties, or do anything contrary to our interests or those of the Software.

If you become aware of any misuse of the Software, any error in the output, or any difficulty in accessing or using the Software, please contact us using the details on our Website.

You acknowledge and agree that we may suspend or cancel your access to the Software or your Account at any time if we consider, acting reasonably, that you are in breach of, or are likely to breach, this clause 6.

7. Fees and payment

7.1 Subscription fees

You must pay the subscription fees specified on the Website for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).

Unless otherwise agreed in writing, and subject to clause 7.2, the Subscription Fees are payable in advance on a recurring basis for the duration of your Subscription, with the first payment due when you subscribe and each subsequent payment due at the beginning of each Renewal Period.

Except as set out in clause 7.4 (Grace Period), or as required by the Australian Consumer Law or other applicable law, Subscription Fees are non-refundable, including for change of mind.

7.2 Annual prepaid plan

We may offer an annual plan under which you pay 12 months of Subscription Fees in advance at a discounted rate (Annual Plan). If you take up an Annual Plan:

(a) your Subscription Period is 12 months and, in consideration of the discounted rate, you commit to that 12-month term;
(b) you may cancel your Subscription at any time. Unless you cancel because of our material breach or a failure of a consumer guarantee, your access will continue until the end of the 12-month term and the prepaid Subscription Fees are not refundable for change of mind. If you ask us to end your access before the end of the term, we will refund the Subscription Fees you prepaid for the unused whole months, less an amount equal to the difference between the Annual Plan rate and our standard monthly rate for the months you have used (so that you are charged at our standard monthly rate for the period you had access); and
(c) unless you cancel before the Renewal Date in accordance with clause 13, your Annual Plan will renew for a further 12-month term at the then-current rate notified to you in the Renewal Notice.

7.3 Automatic recurring billing

Subject to clauses 7.4 and 7.5, by taking up a recurring Subscription you acknowledge and agree that:

(a) your Subscription will continue to renew automatically unless you cancel it in accordance with clause 13;
(b) while your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated; and
(c) you accept responsibility for all recurring charges incurred before you cancel your Subscription.

7.4 Grace period

If you are charged a recurring Subscription Fee on a Renewal Date that you did not intend to incur, you have up to 10 Business Days from that date to cancel your Subscription via the Website and request a refund of the fee charged on that Renewal Date (Grace Period). We will refund that fee provided you have not made material use of the Solution during the Grace Period.

7.5 Changes to subscription fees

We may change our Subscription Fees from time to time by giving you at least 10 Business Days notice before the change takes effect. You may cancel your Subscription before the new Subscription Fees take effect. If you do not, the new Subscription Fees will apply, and the Grace Period in clause 7.4 will apply.

7.6 Late payments

We may suspend all or part of the Solution if you fail to pay any Subscription Fees when due.

7.7 GST

Unless otherwise indicated, the Subscription Fees are inclusive of GST. In relation to any GST payable on a taxable supply by us, you must pay the GST, subject to us providing a tax invoice.

7.8 Card surcharges

We reserve the right to charge a surcharge for payments made using American Express.

7.9 Payment partner

We use a third-party payment partner, currently Stripe (Payment Partner), to collect Subscription Fees. You acknowledge and agree that:

(a) the processing of payments by the Payment Partner is, in addition to these Terms, subject to the Payment Partner terms, conditions and privacy policy (stripe.com/au/legal); and
(b) to the maximum extent permitted by law, you release us and our Personnel from all liability for any loss, damage or injury arising from any act or omission of the Payment Partner, including any issue with the security or performance of its platform or any error in processing your payment.

8. Intellectual property and data

8.1 Our intellectual property

(a) We retain ownership of all Material provided to you in connection with the Software (including text, graphics, logos, design, icons, images, software and downloads) (Software Content), and reserve all Intellectual Property Rights in the Software Content not expressly granted to you under these Terms.

(b) You may make a temporary electronic copy of the Software Content solely to view and use it for the purpose of using the Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish any Software Content without our prior written consent, or as permitted by law.

8.2 Your content and the output

As between you and us, you own the documents you upload to the Software (User Content) and the data extracted from them (Output). We do not claim any ownership of your User Content or Output.

You grant us a limited, non-exclusive, royalty-free, worldwide licence to use your User Content solely to the extent necessary to process it and provide the Output to you, and for no other purpose. For the avoidance of doubt, we do not use your User Content or Output to train AI models, to improve the Software, or for any analytics on the content of your documents.

You warrant that you are entitled to upload your User Content and to have it processed as contemplated by these Terms, and that doing so will not infringe any third party's rights (including intellectual property or privacy rights). You indemnify us against any losses, claims, expenses, damages and liabilities we suffer or incur to the extent they arise from a claim by a third party that your User Content, or our processing of it as contemplated by these Terms, infringes that third party's rights — including a privacy claim arising from your uploading documents containing another person's personal information without authorisation — except to the extent caused by our own negligence or breach of these Terms.

8.3 Third party software and terms

We rely on third-party providers to deliver the Solution, currently including Anthropic (AI extraction), Stripe (payments), and providers of email and hosting services. If we acquire goods or services from a third party, you may be subject to that third party's terms and conditions (Third Party Terms).

Provided we have made the relevant Third Party Terms available to you, you agree to those Third Party Terms, and to the maximum extent permitted by law we will not be liable for any loss or damage you suffer in connection with them or with any act or omission of a third-party provider.

We do not guarantee that the Solution will be free from errors, defects or delay, including those arising from the transfer of data between, or the integration of, different software programs. To the maximum extent permitted by law, we are not liable for the functionality of any third-party goods or services.

9. Confidentiality

Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel to, use or disclose to any person any Confidential Information of the other party without the other party's prior written consent.

Each party must promptly notify the other if it becomes aware of any actual, potential or suspected loss, unauthorised access to, or unauthorised use or disclosure of, the other party's Confidential Information, and must assist the other party in connection with any related investigation.

10. Privacy

We collect personal information about you in the course of providing the Solution, to communicate with you, to respond to your enquiries, and for the other purposes set out in our Privacy Policy.

Our Privacy Policy contains more information about how we collect, use, disclose and store personal information (including the overseas disclosure described in clause 5) and how you can access and correct your personal information. By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

11. Liability

11.1 Warranties and limitations

(a) While we will use reasonable endeavours to ensure the Solution works for its intended purpose, you acknowledge and agree that from time to time the Solution may have errors or defects, may not be accessible, and may produce output that is not accurate or complete.

(b) To the maximum extent permitted by law, and subject to the paragraph below, all express or implied representations and warranties not expressly stated in these Terms are excluded.

(c) Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you may have under the Australian Consumer Law in the Competition and Consumer Act 2010 (Cth) (ACL) that cannot lawfully be excluded, restricted or modified. Under the ACL, you may be entitled to certain remedies (such as a refund, replacement or repair) if there is a failure with the goods or services we provide. Where our liability for a failure to comply with a consumer guarantee can be limited, our liability is limited (at our option) to resupplying the relevant services or paying the cost of having them resupplied.

11.2 Limitation of liability

(a) To the maximum extent permitted by law and subject to clause 11.2(b), the total liability of each party for loss or damage sustained by the other party in connection with these Terms or the Solution is limited to the greater of the total Subscription Fees paid by you to us in the 6 months preceding the event giving rise to the relevant liability or $100.

(b) Clause 11.2(a) does not apply to, and there is no limit on, your liability to us arising from:

— your breach of clause 6 (Your Obligations), including the acceptable use restrictions;
— your breach of clause 9 (Confidentiality); or
— the indemnities you give us under clauses 6 and 8.

(c) Clause 11.2(a) does not apply to, and there is no limit on, liability for fraud, for death or personal injury caused by a party's negligence, or for any liability that cannot lawfully be limited or excluded (including under the ACL).

11.3 Consequential loss

To the maximum extent permitted by law, neither party is liable for any incidental, special or consequential loss or damage, or for any loss of data, business, business opportunity, goodwill, anticipated savings, profits or revenue, in connection with these Terms or the Solution, except:

(a) in relation to a party's liability for fraud, personal injury, death, or loss or damage to tangible property; or
(b) to the extent that liability cannot be excluded under the ACL.

12. Upgrades and downgrades

You may notify us at any time that you would like to upgrade or downgrade your Subscription Tier. If you do, we will take reasonable steps to promptly give you access to the new Subscription Tier and will apply the new Subscription Fees from the Renewal Period immediately following the change, and in each subsequent Renewal Period.

Downgrades take effect at the start of the next Renewal Period unless we notify you otherwise. We do not generally pro-rate downgrades within a Renewal Period.

If you downgrade from Pro to Starter, the retention period for your stored extraction history reduces accordingly, and any extracted output older than 30 days will be deleted at the start of your next billing period.

If you downgrade, you acknowledge and agree that we are not liable for, and you release us from all claims in relation to, any resulting loss of content, features or capacity.

13. Cancellation

13.1 Cancellation at any time

You may cancel your Subscription at any time via the Website. Unless you are on an Annual Plan (in which case clause 7.2 applies), cancellation takes effect at the end of your then-current Subscription Period or Renewal Period; your access continues until then; and, subject to clause 7.4 and to the ACL, no refund is payable for any part-period.

We may cancel your Subscription, or your access to the Software, for convenience by giving you 10 Business Days' notice.

13.2 Cancellation for breach

Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms. A Breach means that a party considers the other party (or any person using its Account) to be in breach of these Terms, has notified the other party, and the breach has not been rectified within 10 Business Days (or another period agreed in writing).

13.3 Effect of termination

On termination of your Subscription or these Terms:

(a) you will no longer have access to the Software or your Account, and we will delete your stored extraction history, and we will have no obligation to retain any other data (and you release us from any loss or damage arising from us not retaining any data beyond that point);
(b) subject to clauses 7.2 and 7.4 and to the ACL, any Subscription Fees already paid are not refundable, and any Subscription Fees that would have become payable for the remainder of the then-current Renewal Period remain payable; and
(c) each party must comply with all obligations that by their nature are intended to survive termination, including the confidentiality, intellectual property and liability provisions.

14. Dispute resolution

A party must not commence court proceedings relating to a dispute under or in connection with these Terms (other than a claim for urgent interlocutory relief) unless it has first complied with this clause.

A party requiring resolution of a dispute must give the other party written notice with reasonable details of the dispute. Each party must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within 14 days (or another period agreed in writing), either party may commence court proceedings.

15. Force majeure

We will not be liable for any delay or failure to perform our obligations under these Terms to the extent it arises out of a Force Majeure Event. If a Force Majeure Event occurs, we will use reasonable endeavours to notify you of the event and its likely effect on our performance, and our affected obligations will be suspended for the duration of the event.

A Force Majeure Event means any event beyond our reasonable control, including any act of God, natural disaster, fire, flood, storm, earthquake, explosion, strike or other industrial action, war, terrorism, sabotage, riot, civil commotion, epidemic, pandemic, or any action of a government authority.

16. Notices

A notice or other communication under these Terms must be in writing and in English and sent by email:

(a) to us, at legal@ledgrinvoice.au or any other address we notify to you; and
(b) to you, at the email address associated with your Account or, if you do not have an Account, the email address you most recently provided to us when using the Software (each, that party's Email Address).

A party may update its Email Address by notice to the other party. Where we are unable to give you notice by email (including because you have not provided an email address), we may instead give notice by posting it on the Website.

Unless the sender knows or reasonably ought to suspect that the email was not delivered, a notice is taken to be given 24 hours after it is sent (or, if that is not a Business Day, on the next Business Day), or when replied to by the recipient, whichever is earlier.

General

Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them, and waives any objection to proceedings being brought in those courts on the basis of an inconvenient forum.

Waiver

No party may rely on the words or conduct of another party as a waiver of any right unless the waiver is in writing and signed by the party granting it.

Severance

Any term of these Terms that is wholly or partly void or unenforceable is severed to the extent that it is void or unenforceable, without affecting the validity or enforceability of the remainder.

Assignment

You cannot assign, novate or otherwise transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or novate these Terms on notice to you.

Entire agreement

These Terms embody the entire agreement between the parties and supersede any prior negotiation, arrangement, understanding or agreement in relation to their subject matter.

Interpretation

In these Terms: words in the singular include the plural and vice versa; a reference to $ or dollars is to Australian currency; a reference to a person includes an individual, body corporate, partnership, trust and any other entity; a reference to a document includes that document as amended or replaced from time to time; headings and words in bold are for convenience only and do not affect interpretation; the word 'includes' in any form is not a word of limitation; and no provision will be interpreted adversely to a party merely because that party was responsible for its preparation.

Definitions