Terms of Service

1. About these Terms

These Terms of Service (the "Terms") constitute a binding legal agreement between you, or the entity you represent ("Customer", "you"), and Accel Books Limited ("Accel Books", "we", "us"), a private company limited by shares incorporated in Ireland. By creating an account, accessing or using the Accel Books platform, website, applications, APIs, integrations and related services (together, the "Service"), you agree to be bound by these Terms. If you do not agree, you must not use the Service.

Where you use the Service on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" includes that organisation.

2. Eligibility and accounts

• You must be at least 18 years old and able to enter into a binding contract.
• You must provide accurate, current and complete registration information.
• You are responsible for safeguarding credentials and for all activity under your account.
• You must notify us promptly of any unauthorised use or security incident.

3. The Service

Accel Books provides cloud-based accounting, invoicing, banking, payments, payroll, document management and related AI-assisted financial tools. The Service is provided on a subscription basis and is delivered "as a service" — there is no on-premise installation.

We may, in our discretion, modify, add or remove features. We will not materially diminish the core functionality of a paid subscription during its current term without notice.

4. Subscriptions, fees and taxes

• Subscription plans, features and prices are listed on our pricing page or in an order form.
• Fees are billed in advance and are non-refundable except where required by law (see our Refunds & Cancellation Policy).
• Subscriptions renew automatically for successive terms equal to the prior term unless cancelled before the renewal date.
• All fees are exclusive of VAT and other applicable taxes, which will be added at the prevailing rate (Irish VAT, UK VAT, or EU reverse-charge rules as applicable).
• Late or failed payment may result in suspension of the Service.

5. Free trials and beta features

Free trials are provided "as is" without warranty. Features marked "beta", "preview" or "experimental" may be unstable, are excluded from any SLA, and may be modified or discontinued without notice.

6. Customer Data and licence to us

You retain all rights, title and interest in the data you upload or generate in the Service ("Customer Data"). You grant us a worldwide, non-exclusive, royalty-free licence to host, process, transmit and display Customer Data solely as necessary to provide the Service, ensure security and comply with law. We do not sell Customer Data and do not use it to train third-party generative AI models.

7. Acceptable use

You agree to comply with our Acceptable Use Policy. We may suspend or terminate access for breach, fraud, illegal activity, or activity that threatens the security or integrity of the Service.

8. Third-party services and integrations

The Service integrates with third parties (payment providers, banks, tax authorities, OAuth providers, AI model providers). Your use of those services is governed by their own terms. We are not responsible for any third-party service.

9. Intellectual property

The Service, including all software, design, trademarks, documentation and content (other than Customer Data), is owned by Accel Books or its licensors and is protected by Irish, EU and international intellectual property laws. Except for the limited right to use the Service in accordance with these Terms, no rights are granted to you.

10. Feedback

If you submit feedback, suggestions or ideas, you grant us a perpetual, irrevocable, royalty-free licence to use them for any purpose without obligation.

11. Confidentiality

Each party will protect the other's confidential information with at least the same degree of care it uses for its own, and never less than reasonable care. Customer Data is treated as your confidential information.

12. Warranties and disclaimers

We warrant that the Service will materially conform to its documentation. Otherwise, to the maximum extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement and accuracy. See our Disclaimer. Nothing in these Terms excludes liability that cannot lawfully be excluded.

13. Limitation of liability

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, data or business opportunity, even if advised of the possibility.
• Each party's total aggregate liability arising out of or related to these Terms will not exceed the fees paid by you to Accel Books for the Service in the twelve (12) months preceding the event giving rise to the claim, or €100, whichever is greater.
• Nothing in this section limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot be excluded by Irish law.

14. Indemnity

You will indemnify and hold harmless Accel Books, its affiliates, officers, employees and agents from any third-party claim arising from your Customer Data, your use of the Service in breach of these Terms, your violation of law, or your infringement of third-party rights.

15. Term, suspension and termination

• These Terms begin when you create an account and continue until terminated.
• You may cancel a subscription at any time effective at the end of the current billing period.
• We may suspend or terminate immediately for material breach, non-payment, suspected fraud or risk to the Service.
• On termination, your right to access the Service ends. You may export Customer Data for 30 days after termination, after which it may be deleted in accordance with our retention schedule.

16. Force majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, governmental action, internet or utility failures.

17. Changes to the Terms

We may update these Terms. Material changes will be notified by email or in-app at least 30 days before they take effect for existing customers. Continued use of the Service after the effective date constitutes acceptance.

18. Governing law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Republic of Ireland. The parties submit to the exclusive jurisdiction of the courts of Ireland. Where you reside in Northern Ireland or elsewhere in the United Kingdom, you may also have the right to bring proceedings in your local courts where mandatory consumer law so requires.

19. Consumer rights

If you are a consumer (someone using the Service for purposes outside your trade, business, craft or profession), nothing in these Terms affects your mandatory statutory rights under Irish, EU or UK consumer law, including the Consumer Rights Act 2022 (Ireland) and the Consumer Rights Act 2015 (UK) where applicable.

20. Notices and contact

Notices to us must be sent to legal@accelbooks.io. Notices to you may be sent to the email address registered on your account.

21. Miscellaneous

• Entire agreement. These Terms, together with any order form, the DPA, AUP, Privacy Policy and SLA, form the entire agreement between the parties.
• Severability. If any provision is held unenforceable, the rest remains in effect.
• No waiver. Failure to enforce a right is not a waiver.
• Assignment. You may not assign these Terms without our written consent. We may assign to a successor in a merger, acquisition or sale of assets.
• No third-party beneficiaries. No one other than the parties has rights under these Terms.