Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you", "your", or "User") and Aperim Pty Ltd (ABN 46 150 699 737) trading as Ledgerprise ("Ledgerprise", "we", "us", or "our") governing your access to and use of the Ledgerprise platform, website, and related services (collectively, the "Services").

By accessing or using our Services, creating an account, or clicking "I agree" or similar, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" will refer to that organization.

If you do not agree to these Terms, you must not access or use our Services.

In these Terms:

• "Account" means a user account created to access the Services.
• "Administrator" means a User with administrative privileges for an Organization Account.
• "Confidential Information" means non-public information disclosed by either party that is designated as confidential or reasonably understood to be confidential.
• "Documentation" means the user guides, help documentation, and technical specifications we provide for the Services.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.
• "Organization" means a company, business, government agency, or other legal entity that subscribes to the Services.
• "Organization Account" means an Account associated with an Organization.
• "Services" means the Ledgerprise budget management platform, website, APIs, and all related services.
• "Subscription" means your paid access to the Services under a specific plan.
• "User Content" means all data, text, files, and other content you submit to the Services.

3.1 Service Overview

Ledgerprise provides a cloud-based enterprise budget management platform that enables organizations to:

• Create and manage hierarchical budgets with cost codes and work breakdown structures
• Track budget versions with complete audit trails
• Implement approval workflows with configurable authority limits
• Generate reports and analytics on budget performance
• Collaborate across teams with role-based access controls

3.2 Service Availability

We strive to maintain high availability of the Services but do not guarantee uninterrupted access. We may suspend access for maintenance, updates, or security reasons with reasonable notice where practicable.

3.3 Service Modifications

We may modify, update, or discontinue features of the Services at any time. For material changes that negatively affect your use, we will provide at least 30 days' notice except in emergencies.

3.4 Beta Features

We may offer beta or preview features that are not yet generally available. Beta features are provided "as is" without warranties, may be modified or discontinued at any time, and may have additional terms governing their use.

4.1 Account Creation

To use most features of the Services, you must create an Account. When creating an Account, you agree to:

• Provide accurate, current, and complete information
• Update your information to keep it accurate and current
• Be at least 18 years old (or the age of majority in your jurisdiction)
• Create only one Account unless otherwise authorized

4.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to:

• Create a strong, unique password
• Enable multi-factor authentication when available
• Not share your Account credentials with others
• Immediately notify us of any unauthorized access or security breach at [email protected]

We are not liable for any loss or damage arising from unauthorized use of your Account due to your failure to maintain Account security.

4.3 Account Verification

We may require verification of your identity or organization before providing access to certain features or increasing usage limits. You agree to cooperate with reasonable verification requests.

5.1 Organization Registration

Organizations may create Organization Accounts to manage multiple Users. The person creating an Organization Account represents and warrants that they have authority to bind the Organization to these Terms.

5.2 Administrator Responsibilities

Administrators are responsible for:

• Managing User access and permissions within the Organization
• Ensuring Users comply with these Terms and any Organization policies
• Configuring security settings and approval workflows
• Managing the Organization's subscription and billing
• Responding to access requests and User issues

5.3 User Offboarding

When a User leaves an Organization, the Administrator is responsible for promptly removing their access. The Organization remains responsible for any actions taken by Users until their access is revoked.

5.4 Data Ownership

User Content submitted through Organization Accounts is owned by the Organization, not individual Users. Users acknowledge that their use of the Services through an Organization Account is subject to the Organization's policies and that the Organization may access their activity and data.

6.1 General Requirements

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must comply with all applicable laws and regulations in your use of the Services.

6.2 Prohibited Activities

You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Services for fraudulent, deceptive, or illegal purposes
• Submit false, misleading, or inaccurate information
• Interfere with or disrupt the Services or their infrastructure
• Attempt to gain unauthorized access to any part of the Services
• Reverse engineer, decompile, or disassemble any part of the Services
• Use automated means to access the Services without authorization
• Circumvent any security measures or access controls
• Transmit malware, viruses, or harmful code
• Harass, abuse, or harm other Users
• Impersonate any person or entity
• Use the Services to send spam or unsolicited communications
• Resell or redistribute the Services without authorization

For detailed acceptable use guidelines, please refer to our Acceptable Use Policy.

6.3 Enforcement

We may investigate suspected violations of these Terms and may take any action we deem appropriate, including suspending or terminating your access, removing content, and reporting violations to law enforcement authorities.

7.1 User Content Ownership

You retain all ownership rights in your User Content. We do not claim ownership of any User Content you submit to the Services.

7.2 License Grant

By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, store, process, and display your User Content solely for the purpose of providing the Services to you. This license terminates when you delete your User Content or when your Account is terminated.

7.3 User Content Representations

You represent and warrant that:

• You have all necessary rights to submit User Content
• User Content does not violate any third-party rights
• User Content is accurate and not misleading
• User Content complies with all applicable laws

7.4 Data Processing

We process User Content in accordance with our Privacy Policy. For enterprise customers, we may enter into a separate Data Processing Agreement upon request.

7.5 Data Backups

While we maintain backups of User Content, you are responsible for maintaining your own backups. We recommend regularly exporting your data using our export features.

8.1 Subscription Plans

Access to certain features of the Services requires a paid Subscription. Subscription plans and pricing are described on our website and may be changed from time to time. Changes to pricing will not affect your current Subscription term.

8.2 Payment Terms

Unless otherwise specified, Subscription fees are billed in advance on a monthly or annual basis. You authorize us to charge your payment method for all fees when due. Fees are non-refundable except as required by law or as explicitly stated in these Terms.

8.3 Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes, including GST. For Australian customers, we will add GST to your invoice where applicable.

8.4 Late Payment

If payment is not received when due, we may suspend your access to the Services until payment is received. We may charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law.

8.5 Disputes

If you believe a charge is incorrect, you must notify us within 30 days of the charge. We will work with you to resolve any billing disputes in good faith.

8.6 Free Trials

We may offer free trials of the Services. At the end of the trial period, your access will terminate unless you subscribe to a paid plan. We may limit trial availability and features.

9.1 Our Intellectual Property

The Services, including all software, code, design, content, features, and functionality, are owned by us or our licensors and are protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any rights to our Intellectual Property Rights except as expressly stated.

9.2 License to Use Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during your Subscription term.

9.3 Trademarks

"Ledgerprise", our logo, and other marks are our trademarks. You may not use our trademarks without our prior written consent, except as necessary to refer to our Services in a truthful, non-disparaging manner.

9.4 Feedback

If you provide us with feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free license to use, modify, and incorporate that feedback without compensation or attribution.

10.1 Confidential Information

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care. Confidential Information may only be used to fulfill obligations under these Terms.

10.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of these Terms
• Was known to the receiving party before disclosure
• Is independently developed without use of Confidential Information
• Is rightfully obtained from a third party without restriction

10.3 Permitted Disclosures

Either party may disclose Confidential Information if required by law, provided that the disclosing party gives reasonable notice to the other party (if legally permitted) and cooperates to limit the scope of disclosure.

11.1 Our Warranties

We warrant that:

• We have the right to provide the Services
• The Services will perform substantially as described in the Documentation
• We will use commercially reasonable efforts to maintain the security of the Services

11.2 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE DO NOT WARRANT THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES.

11.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified.

12.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED AUSTRALIAN DOLLARS (AUD $100).

12.3 Exceptions

The limitations in this section do not apply to: (a) either party's breach of confidentiality obligations; (b) either party's indemnification obligations; (c) your payment obligations; or (d) liability that cannot be limited by law.

12.4 Basis of the Bargain

You acknowledge that the fees charged for the Services reflect the allocation of risk set forth in these Terms and that the Services would not be provided without these limitations.

13.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Ledgerprise 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 related to:

• Your use of the Services
• Your User Content
• Your violation of these Terms
• Your violation of any third-party rights
• Your violation of any applicable law

13.2 Our Indemnification

We will indemnify you against claims that the Services infringe any third-party intellectual property rights, provided you: (a) promptly notify us of the claim; (b) give us sole control of the defense and settlement; and (c) provide reasonable assistance.

13.3 Exclusive Remedy

If an infringement claim is made or is likely, we may, at our option: (a) procure the right for you to continue using the Services; (b) modify the Services to make them non-infringing; or (c) terminate your Subscription and refund any prepaid fees for the remaining term.

14.1 Term

These Terms begin when you first access or use the Services and continue until terminated as provided herein. Subscription terms are as specified in your Subscription agreement.

14.2 Termination by You

You may terminate your Account at any time through your account settings or by contacting us. Termination does not entitle you to a refund of any prepaid fees except as required by law.

14.3 Termination by Us

We may terminate or suspend your access immediately, without notice, if:

• You breach these Terms
• Your payment is overdue by more than 30 days
• Required by law or court order
• You engage in conduct that we determine is harmful to us, other Users, or third parties
• Your Account has been inactive for more than 12 months

We may also terminate your Subscription without cause by providing 30 days' written notice, in which case we will refund any prepaid fees for the remaining term.

14.4 Effect of Termination

Upon termination:

• Your right to access the Services immediately ceases
• All licenses granted to you under these Terms terminate
• You remain liable for all fees incurred before termination
• Sections that by their nature should survive will survive, including Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and General Provisions

15.1 Data Export

Upon termination or expiration, you may request an export of your User Content for 30 days. We will provide your data in a commonly used format. After 30 days, we may delete your User Content.

15.2 Data Retention

Notwithstanding the above, we may retain User Content as necessary to comply with legal obligations, resolve disputes, or enforce our agreements. Audit logs and transaction records may be retained for up to 7 years as required by law.

15.3 Deletion Confirmation

Upon request, we will confirm deletion of your User Content in accordance with our Privacy Policy and applicable data protection laws.

16.1 Right to Modify

We may modify these Terms at any time. For material changes that negatively affect your rights, we will provide at least 30 days' notice via email or through the Services.

16.2 Acceptance of Changes

Your continued use of the Services after the effective date of any changes constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Services before the effective date.

16.3 Enterprise Agreements

If you have a separate written agreement with us that conflicts with these Terms, the separate agreement will govern to the extent of the conflict.

17.1 Governing Law

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflict of law principles.

17.2 Jurisdiction

You agree to submit to the exclusive jurisdiction of the courts of New South Wales, Australia, for any disputes arising out of or related to these Terms or the Services.

17.3 Informal Resolution

Before initiating any legal proceeding, you agree to first attempt to resolve the dispute informally by contacting us at [email protected]. We will attempt to resolve disputes within 30 days.

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and us regarding the Services.

18.2 Waiver

Our failure to enforce any provision of these Terms does not waive our right to enforce that provision or any other provision in the future.

18.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

18.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction.

18.5 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except as expressly stated.

18.6 Notices

Notices to you may be sent to the email address associated with your Account. Notices to us must be sent to [email protected] or by mail to our registered address.

18.7 Force Majeure

Neither party will be liable for any delay or failure to perform due to circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, or internet service interruptions.

18.8 Export Compliance

You agree to comply with all applicable export control and sanctions laws in your use of the Services.

If you have questions about these Terms or the Services, please contact us:

Legal Department
Aperim Pty Ltd trading as Ledgerprise
ABN: 46 150 699 737
Email: [email protected]

For General Support:
Email: [email protected]
Website: www.ledgerprise.com