Terms of Service

1.What Lucent Ledger is

Lucent Ledger is business software for recording invoices, payments, expenses and related records, and for reading statements such as M-Pesa and bank statements into those records. It is a tool for keeping records. It is not a bank, a payment processor, an auditor, an accountant, a tax agent or a law firm.

Lucent Ledger is not accounting, tax or legal advice. Nothing the software shows, calculates, suggests, matches or reports (including VAT, withholding tax, balances, profit and loss, reminders and automatic matching of payments) is advice, and none of it is guaranteed to be correct, complete or suitable for any filing, audit or decision.

2.Who may use it, and accounts

You may use Lucent Ledger only if you are at least 18, can form a binding contract, and have been given an account by the organisation that holds the account with us. If you use it for an organisation, you confirm you have authority to bind it, and the organisation is bound as well as you.

You are responsible for everything done through your account, whether by you or by anyone who uses your sign-in, your Google account, your password or your API key. Keep them secret. Tell us at once if you think they have been misused. We may rely on any instruction received through your account as being yours.

3.Your responsibility for your records

You are responsible for the records you and your users enter, upload, import or connect, and for checking them. You are responsible for checking every figure, match, invoice, payment, statement import, tax calculation and message before you rely on it, pay anyone, file anything or send anything to anyone.

You are responsible for keeping your own copies. Export and back up what matters to you. We may keep backups for our own purposes but we do not promise that any data can be restored.

You are responsible for having the right to upload and process any information you put into Lucent Ledger, including information about your tenants, customers, suppliers and staff, and for complying with every law that applies to you and your business, including tax, data protection, consumer protection, anti-money-laundering and electronic communications law.

• You are responsible for getting every consent you need before messaging anyone (by SMS or otherwise) through Lucent Ledger, and for the content of every message sent in your name.
• You are responsible for deciding who in your organisation can see and do what, and for removing access when someone leaves.
• You are responsible for your own tax and statutory returns. Lucent Ledger does not file them for you.

4.Acceptable use

You will not, and will not let anyone else:

• use Lucent Ledger for anything unlawful, fraudulent, deceptive or abusive;
• attempt to get into anyone else's account or data, or to probe, scan or test the security of the service;
• copy, resell, sublicense, reverse-engineer or build a competing product from the service;
• overload, disrupt or interfere with the service, or bypass any limit or control;
• upload malware, or content you have no right to upload.

5.Third-party services

Lucent Ledger depends on services we do not own or control, including Google (sign-in), Safaricom M-Pesa, banks and statement files, SMS and email providers, hosting and database providers, and your own devices and internet connection. They can change, fail, be slow, be wrong, or be withdrawn at any time, and their own terms apply to your use of them.

We are not responsible for them, for anything they do or fail to do, or for any loss that results, including delayed, missing, duplicated, misread or wrongly matched payments, statements or messages.

6.Fees

Any fees are as agreed with you or shown in the service. Fees are payable in advance, are non-refundable, and exclude taxes, which you will pay. We may change fees on notice. We may suspend the service while any amount is overdue.

7.Our rights in the software; your content

We own the software, its design and everything in it other than your content. You get a limited, revocable, non-exclusive, non-transferable right to use it for your own internal business while these terms are in force.

You keep your content. You give us permission to store, process, copy, display and transmit it as needed to run, secure, support and improve the service and to comply with the law, and to use anonymised, aggregated information that does not identify you.

8.Availability and changes to the service

We try to keep the service running but we do not promise that it will be available, uninterrupted, timely, secure or free of errors. We may change, limit, suspend or discontinue any part of the service, with or without notice, including for maintenance, security or legal reasons.

9.Disclaimer of warranties

To the maximum extent permitted by law, Lucent Ledger and everything in it are provided "as is" and "as available", without any warranty or condition of any kind, whether express, implied or statutory, including any warranty of accuracy, reliability, merchantability, fitness for a particular purpose, quiet enjoyment, non-infringement, or that the service will meet your requirements or be error-free.

No advice or information, written or spoken, from us or through the service creates any warranty.

10.Limitation of liability

To the maximum extent permitted by law, we, our owners, directors, employees, contractors and suppliers will not be liable to you or to anyone claiming through you for any indirect, incidental, special, consequential, exemplary or punitive loss, or for any loss of profit, revenue, income, business, goodwill, savings, opportunity or data, or for any fine, penalty, interest or additional tax assessed by any authority, however caused and on any legal theory (contract, tort including negligence, statute or otherwise), even if we were told it might happen.

To the maximum extent permitted by law, our total liability to you for all claims arising out of or relating to Lucent Ledger or these terms is limited to the smaller of (a) the fees you actually paid us for the service in the three months before the event that gave rise to the claim, and (b) KES 5,000. If you have paid no fees, our liability is nil.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited. Where a law does not allow part of this section, that part applies only as far as that law allows and the rest still applies.

You agree that these limits are a fair and reasonable allocation of risk, reflect the price of the service, and that we would not offer the service without them.

11.Indemnification

You will indemnify, defend and hold harmless us, our owners, directors, employees, contractors and suppliers from and against all claims, demands, proceedings, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your or your users' use of Lucent Ledger; (b) your content and any information you upload or process; (c) your breach of these terms or of any law; (d) any message sent, or payment, invoice, statement or record handled, through your account; (e) any dispute between you and your tenants, customers, suppliers, staff, banks, tax authorities or any other third party; and (f) any claim that your content infringes or violates anyone's rights.

We may take over the defence of any claim, at your cost, and you will cooperate. You may not settle any claim that affects us without our written consent.

12.Suspension and termination

We may suspend or end your access at any time, with or without notice or reason, including if we think you have broken these terms or the law, or put the service or anyone else at risk. You may stop using the service at any time. We are not liable for any suspension or termination.

Sections that by their nature should survive termination will survive, including those on your responsibilities, disclaimers, limits of liability, indemnification, governing law and disputes.

13.Events beyond our control

We are not liable for any failure or delay caused by something outside our reasonable control, including power or internet failure, failure of a supplier or third-party service, fire, flood, strike, epidemic, war, terrorism, government action, or a cyber attack.

14.Changes to these terms

We may change these terms and the Privacy Policy at any time. When we do, we will update the effective date, and you will be asked to accept the new version the next time you sign in. If you do not accept, you may not sign in. Using the service after a change means you accept it.

15.Governing law and disputes

These terms and any dispute arising out of or in connection with them or the service are governed by the laws of Kenya, without regard to its conflict-of-laws rules.

The parties will first try in good faith to settle a dispute by talking to each other for at least thirty days after one gives the other written notice of it. A dispute not settled in that time will be finally resolved by arbitration in Nairobi, Kenya, by a single arbitrator, under the Arbitration Act, 1995 of Kenya, in English. The award is final and binding. Either party may go to the courts of Kenya only to obtain urgent interim relief or to enforce an award.

To the maximum extent permitted by law, you may bring claims only in your own capacity and not as a plaintiff or member of any class, collective or representative proceeding. Any claim must be started within one year after it arose, or it is barred.

16.General

These terms and the Privacy Policy are the whole agreement between us about the service and replace anything earlier. If a part is found unenforceable, the rest stays in force. Our failing to enforce a right is not a waiver of it. You may not transfer your rights under these terms; we may transfer ours. Nothing makes you our partner, agent or employee. We may give you notice through the service or at the email address on your account.

Questions about these terms: support@lucent-ledger.com.