Terms of Service

1Agreement to these terms

These Terms of Service ("Terms") form a binding agreement between you, or the company you represent ("you", "your", "Customer"), and Vineyard Finance Ltd ("Toot", "we", "us", "our"), a company registered in England & Wales under company number 16963228, registered office Flat 1, 11 Cambridge Park, Twickenham, England, TW1 2PF, VAT number [[VAT NUMBER]]. By creating an account, starting a trial, or using Toot, you agree to these Terms and to our Privacy Policy. If you are agreeing on behalf of a company, you confirm you have authority to bind it.

2Definitions

• Service — the Toot website, application, and API.
• Workspace — your isolated Toot environment, including its database and accounting setup.
• Customer Data — data you provide or connect, including accounting records, bank transactions, and mailbox-derived receipts.
• Output — automated classifications, receipt matches, and reconciliation suggestions Toot generates.

3The service

Toot is an automated bookkeeping assistant. It reads your bank transactions and accounting records from the systems you connect, finds and matches receipts (including, if you enable it, from a connected mailbox), classifies transactions, and prepares reconciliations for your review and approval. At launch, you connect your bank inside your accounting system (Zoho); Toot does not connect to your bank directly.

We may improve, change, or add features over time. We will not make changes that materially reduce the core service during a paid term without notice.

4Eligibility & accounts

You must be at least 18 and able to form a binding contract. You sign in with Google; you are responsible for keeping access to your account secure and for all activity under it. You must give accurate setup information (including your company name and VAT status) and keep it current. You are responsible for the people you invite into your workspace and their use of the Service.

5Trial, billing & cancellation

To start your free trial we collect a payment card up front, but we do not charge it during the trial. Unless you cancel before the trial ends, your subscription begins automatically and the card is charged.

Free trial

Your free trial lasts [[TRIAL LENGTH — e.g. 14 days]] from when your workspace is ready. We save your card via our payment processor (Stripe) without charging it. You can cancel at any time during the trial from your account settings, and you will not be charged.

Fees & payment

Unless you cancel, at the end of the trial your subscription starts at [[PLAN PRICE — e.g. £XX per month]], billed [[BILLING CADENCE — e.g. monthly in advance]], and recurs until cancelled. All fees are [[exclusive / inclusive]] of VAT, which we add where applicable. Payments are processed by Stripe; by providing a card you authorise us to charge the recurring fee and any applicable taxes.

Cancellation & refunds

You can cancel at any time, effective at the end of the current billing period; you retain access until then. Fees already paid are non-refundable except where required by law. If a payment fails, we may retry and may suspend the Service until payment is made (see section 16).

If you sign up as a consumer

If you enter this agreement as a consumer (for example a sole trader acting outside a trade), you have a statutory 14-day right to cancel a distance contract under the Consumer Contracts Regulations 2013, and we will make the auto-renewal terms clear before any charge is taken. [[Confirm how the free trial interacts with the 14-day right and whether consumer/sole-trader sign-ups are accepted; obtain consumer-law review before accepting non-business sign-ups.]]

6Your responsibilities

You are responsible for: the accuracy and legality of your Customer Data; reviewing and approving Output before it is relied on or written back to your accounting records; maintaining your own records as required by law; and ensuring you have the right to connect any third-party account or mailbox to Toot. You remain responsible for your books, your tax filings, and your compliance obligations. Toot is a tool to assist you, not a replacement for your own review.

7Acceptable use

You must not: use the Service unlawfully or for fraud; upload content you have no right to; attempt to access other customers' workspaces or data; probe, scan, or breach security; reverse engineer or copy the Service except as permitted by law; resell or provide the Service to third parties except inviting users into your own workspace; overload or disrupt the Service; or use it to build a competing product. API access keys are powerful — keep them secret and treat them like passwords; you are responsible for actions taken with your keys.

8Third-party services

Toot works with third-party services you connect, such as Zoho and Google. Your use of those services is governed by their own terms and privacy policies, and they are responsible for their own platforms. We are not liable for third-party services, and changes they make may affect how Toot works.

9Automated output is not professional advice

Toot uses automated and AI systems to generate classifications and reconciliation suggestions. Output may be incomplete or wrong and must be reviewed by you.

Toot is a software tool. It does not provide accounting, tax, legal, audit, or financial advice, and nothing it produces is a substitute for a qualified accountant or tax adviser. You are responsible for checking Output before approving it or relying on it, and for any decision you make based on it. To the extent permitted by law, we are not responsible for outcomes arising from automated Output you approve without review.

10Your data & privacy

As between us, you own your Customer Data. You grant us the rights needed to host and process it to provide the Service. How we handle personal data is described in our Privacy Policy, which forms part of these Terms. We process personal data as your processor where we act on your instructions to provide the Service, and as controller for account, billing, and security purposes.

11Intellectual property

We and our licensors own all rights in the Service, including its software, design, and the "Toot" name and marks. We grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription, subject to these Terms. You own your Customer Data and any Output as applied to your records. You may give us feedback, and we may use it without obligation to you.

12Confidentiality

Each party may receive confidential information from the other. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to those who need it and are bound by similar obligations, or where required by law.

13Warranties & disclaimers

We will provide the Service with reasonable skill and care. Except as expressly stated, and to the maximum extent permitted by law, the Service is provided "as is" and we disclaim all other warranties, including fitness for a particular purpose, accuracy of Output, and uninterrupted or error-free operation. Nothing in these Terms excludes liability that cannot be excluded by law, including for death or personal injury caused by negligence, or for fraud.

14Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential loss, or for loss of profits, revenue, goodwill, or data. Subject to the paragraph on liability that cannot be excluded (section 13), our total aggregate liability arising out of or relating to the Service in any 12-month period is limited to the greater of the fees you paid us in that period or [[LIABILITY FLOOR — e.g. £100]]. You are responsible for maintaining your own backups and records; we are not liable for figures you approve without review.

15Indemnity

You will indemnify us against claims, losses, and costs arising from your Customer Data, your use of the Service in breach of these Terms or the law, or your infringement of a third party's rights — except to the extent the claim is caused by our own breach or negligence. This indemnity does not apply where you use the Service as a consumer.

16Term, suspension & termination

These Terms apply while you use the Service. You may stop and cancel at any time as described in section 5. We may suspend or limit access if you breach these Terms, if your payment is overdue, or where needed to protect the Service or other customers; where practical we will give notice and a chance to fix the issue. Either party may terminate for material breach not cured within 30 days. On termination, your right to use the Service ends; you can request an export of your Customer Data for a limited period, after which we may delete it (subject to legal retention). Sections that by their nature should survive (including IP, confidentiality, disclaimers, liability, and indemnity) survive termination.

17Changes to the service or terms

We may update these Terms from time to time. For material changes we will give reasonable notice by email or in the app and update the date above. If you continue using the Service after the change takes effect, you accept the updated Terms; if you do not agree, you may cancel before they take effect.

18Governing law & general

These Terms are governed by the laws of England & Wales, and the courts of England & Wales have exclusive jurisdiction, subject to any mandatory consumer protections that apply to you. [[Confirm the company's registration jurisdiction and governing law — working assumption: England & Wales.]] If any provision is unenforceable, the rest remains in effect. Our failure to enforce a term is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or successor. These Terms, with the Privacy Policy, are the entire agreement between us about the Service.

19Contact

Vineyard Finance Ltd
Contact: [[SUPPORT / LEGAL CONTACT EMAIL — e.g. support@toot-books.com]]
Registered office: Flat 1, 11 Cambridge Park, Twickenham, England, TW1 2PF