Terms of Service

1. Definitions

• "TradeAlly", "we", "our", "us": Trade Ally Ltd, a UK limited company
• "Service(s)": The AI receptionist, lead management system, and related features
• "User", "you", "your": The individual or business entity using our Services
• "Customer": Your clients who interact with our AI receptionist
• "Subscription": Your paid plan for accessing our Services
• "Content": Any data, text, files, information, or materials submitted to our Service

2. Acceptance of Terms

By registering for an account, accessing, or using TradeAlly services, you agree to be bound by these Terms of Service. If you are using our Services on behalf of a business, you represent that you have authority to bind that business to these terms.

You must be at least 18 years old and capable of entering into a legally binding contract to use our Services.

2.1 Business Use

Our Services are designed for business use. By subscribing, you confirm that you are acting for purposes relating to your trade, business, craft or profession, and not as a consumer.

Sole Traders: If you are a sole trader, you confirm you are contracting in your business capacity, not as a private individual.

3. Description of Services

3.1 Core Services

TradeAlly provides:

• AI-powered receptionist to answer business calls
• Lead capture and management system
• SMS and messaging capabilities
• Appointment scheduling and calendar management
• Quote and invoice generation tools
• Customer relationship management features

3.2 Service Availability

We strive for 99.9% uptime but do not guarantee uninterrupted service. Scheduled maintenance will be communicated in advance when possible.

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services with reasonable notice.

3.4 AI Service Limitations

Our AI receptionist uses automated technology to handle calls. While we strive for accuracy, AI systems may occasionally misunderstand callers, provide incomplete information, or make errors. You acknowledge that:

• AI responses are not guaranteed to be 100% accurate or complete
• You should have backup procedures for critical or emergency situations
• You are responsible for reviewing AI-generated summaries and lead data
• We do not guarantee the AI will correctly identify all emergencies or urgent situations
• The AI may not correctly understand all accents, dialects, or technical terminology

4. Registration and Account

4.1 Account Creation

• You must provide accurate, current, and complete information
• You are responsible for maintaining the confidentiality of your account credentials
• You must notify us immediately of any unauthorized use of your account
• You are responsible for all activities that occur under your account

4.2 Account Restrictions

• One account per business entity
• Accounts are non-transferable without our written consent
• You may not use another user's account without permission

5. Fees and Payment

5.1 Free and Paid Tiers

Free Tiers (No Payment Required):

• Demo/Sandbox: Limited demo access to explore TradeAlly features. Subject to usage limits (calls, SMS, job opportunities). No payment method required.

Paid Tiers (Payment Required):

• TradeAlly (£10 first month, then £59/month): Full service tier requiring valid payment method. 5 job opportunities included per month; additional opportunities charged at £6 each. Total monthly bill capped at £119 (subscription + job opportunities). Subject to billing terms below.

Key Differences:

• Free tiers: Usage limits enforced - service pauses when limits reached
• Paid tiers: Overage billing applies - service continues, additional charges accrue
• Free tiers: No overage charges, no payment obligations
• Paid tiers: Full billing terms (Sections 5.2-5.10) apply

Upgrading: When you upgrade from a free to paid tier, you will be required to provide a valid payment method and agree to the billing terms below.

5.2 Paid Subscription Plans

5.3 Billing Model - Advance Payment

Base Subscription Fees (Paid Tiers Only):

• Billed in Advance: Your monthly subscription fee is charged at the start of each billing period
• Example: Sign up on Nov 5 → Charged £10 immediately for Nov 5 - Dec 5 introductory period
• Next Charge: Dec 5 → Charged £59 for Dec 5 - Jan 5 and each month thereafter
• Payment Required: You must maintain a valid payment method at all times

5.4 Overage Charges - Arrears Billing

Overage Rates (Paid Plans):

• TradeAlly: 5 job opportunities included per month. Additional opportunities £6 each. Total monthly bill (subscription + job opportunities) capped at £119.

Overage Billing Schedule:

• Billed in Arrears: Overage charges are calculated at end of billing period
• Invoice Date: Included in next month's invoice (e.g., Nov usage charged on Dec 5 invoice)
• Monthly Cap: Your total bill (subscription + job opportunities) will never exceed £119/month
• Real-time Tracking: Monitor current usage in your dashboard to avoid surprises

5.5 Payment Terms

• Payment Methods: Credit/debit card via Stripe
• Auto-renewal: Subscriptions renew automatically each month
• VAT: All fees are exclusive of VAT (20% added where applicable)
• Currency: All fees in GBP (£) Sterling
• Failed Payments: We will attempt to charge failed payments up to 3 times

5.6 Payment Failures

If your payment fails:

• You will receive email notification with a link to update your payment method
• Stripe will automatically retry the payment
• If payment remains unsuccessful, services may be restricted or suspended
• Continued non-payment will result in account cancellation
• Your data remains safe and accessible once payment is restored

We recommend keeping your payment details up to date to avoid any service interruption.

5.7 Outstanding Balances

If you cancel or are suspended with unpaid charges:

• You remain liable for all accrued charges through your cancellation date
• We will send reminders for outstanding balances
• Unpaid balances may be referred to a third-party collection agency
• Dispute Period: You have 14 days from invoice date to dispute any charges

5.8 Refunds and Prorated Credits

If We Cancel Your Account:

• You receive a prorated refund of unused prepaid subscription
• Calculation: (Days unused / 30) × Monthly fee
• Minus any outstanding overage charges
• Net amount refunded within 14 days

If You Cancel Your Account:

• Service continues until end of current paid period
• No refund for remaining days when you cancel voluntarily
• You remain responsible for overage charges through final day of service
• Phone numbers released upon cancellation (reactivation window may apply)

Statutory Rights:

These refund terms do not affect any statutory rights you may have. If you believe you have a statutory right to a refund, please contact us.

5.9 Price Changes

• We may change prices with 30 days written notice
• Price changes apply to renewals after notice period
• Current billing period not affected by price changes
• You may cancel without penalty if you disagree with price increase

5.10 Phone Number Costs

• Included: One mobile phone number (for SMS/calls)
• Optional: Local landline number (£10/month additional)
• Number Porting: £100 one-time fee to port existing number
• Number Retention: Numbers released 28 days after payment failure or cancellation

5.11 Customer Payment Processing (Stripe Connect)

Payment Processing Fees:

• Stripe Processing Fee: Set and charged by Stripe (varies by card type and country). See Stripe's pricing page for current rates.
• TradeAlly Platform Fee: 1% application fee per customer transaction processed through Stripe Connect
• Total Cost: 1% platform fee + Stripe's standard processing fees

Your Responsibilities:

• You are solely responsible for compliance with all UK payment regulations
• You must comply with the Payment Services Regulations 2017
• Card payment surcharges are prohibited by UK law for consumer transactions
• You are responsible for your pricing practices and regulatory compliance
• Consult your accountant or legal advisor for pricing guidance

TradeAlly's Position:

• TradeAlly provides payment processing infrastructure only
• TradeAlly does not provide legal, tax, or accounting advice
• TradeAlly is not liable for your pricing practices or regulatory violations
• You indemnify TradeAlly against any claims arising from your pricing or payment practices

Resources:

• UK Government Payment Surcharges Guidance (PDF)
• Seek professional advice from qualified accountants or solicitors

6. Use of Services

6.1 Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree to:

• Comply with all applicable laws and regulations
• Use the Services only for legitimate business purposes
• Respect the rights of your Customers whose data is processed
• Maintain appropriate security measures for your account

6.2 Your Responsibilities

• Ensuring you have consent to use Customer phone numbers
• Complying with telecommunications regulations
• Maintaining accurate business information
• Responding to Customer inquiries in a timely manner
• Ensuring your use complies with GDPR and data protection laws

7. Prohibited Uses

You may not use our Services to:

• Violate any laws or regulations
• Transmit spam, unsolicited messages, or robocalls
• Impersonate any person or entity
• Harass, abuse, or harm another person
• Transmit viruses or malicious code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt our Services
• Collect or harvest user data without consent
• Use the Services for any illegal or fraudulent purpose
• Resell our Services without written permission

8. Intellectual Property

8.1 Our Property

All rights, title, and interest in and to the Services, including all software, text, images, logos, and other content, are owned by TradeAlly or our licensors. You may not copy, modify, distribute, sell, or lease any part of our Services.

8.2 Your Content

You retain ownership of any Content you submit to our Services. By submitting Content, you grant us a worldwide, non-exclusive, royalty-free license to use, process, and store your Content solely for the purpose of providing our Services.

8.3 Feedback

Any feedback, suggestions, or ideas you provide about our Services may be used by us without restriction or compensation to you.

9. Your Data

9.1 Data Processing

We process data in accordance with our Privacy Policy and applicable data protection laws. You acknowledge that we act as a data processor for Customer data.

9.2 Data Processing Agreement

By using our Services, you agree to our Data Processing Agreement (DPA) which governs our processing of Customer data on your behalf. The DPA:

• Defines our respective roles as data controller and processor
• Sets out the types of data we process and retention periods
• Details our security measures and sub-processor arrangements
• Establishes procedures for data subject rights requests and breach notification

9.3 Data Security

We implement industry-standard security measures to protect your data. However, no method of transmission over the Internet is 100% secure.

9.4 Data Portability

You can export your data at any time through our dashboard or by contacting support.

10. Making Tax Digital (MTD VAT)

10.1 What TradeAlly Does for MTD VAT

TradeAlly is software for filing VAT returns under HMRC Making Tax Digital. When you connect your TradeAlly account to HMRC and submit a return through TradeAlly, we transmit your VAT figures to HMRC's Making Tax Digital API on your authorisation.

TradeAlly's MTD VAT integration is built against HMRC's published MTD VAT API specification, validated end-to-end against HMRC's sandbox environment, and submitted to HMRC for production recognition. Once HMRC list TradeAlly on the gov.uk "Find software for Making Tax Digital for VAT" page, this section will be updated to reflect that listing and will state "HMRC-recognised software".

TradeAlly is software, not an accountant or tax agent. You remain solely responsible for the accuracy of the figures you submit. We help you calculate the nine VAT box values from the invoices and expenses recorded in your TradeAlly account, but the final review and submission decision is yours.

10.2 Authorisation You Grant Us

By connecting your account to HMRC through TradeAlly, you authorise us to:

• Initiate the OAuth 2.0 authorisation flow with HMRC on your behalf
• Hold the resulting access and refresh tokens (encrypted at rest using Fernet) so that you can submit returns and fetch obligations from inside TradeAlly
• Transmit, on your explicit instruction (clicking "Submit to HMRC"), the nine VAT box values, your VAT registration number, the period covered, and the HMRC-mandated fraud-prevention headers documented in our Privacy Policy §8.3
• Fetch your VAT obligations from HMRC so we can show you your filing schedule

We do not file returns automatically — you must explicitly click "Submit to HMRC" each quarter. We do not file returns on your behalf without your interactive authorisation.

10.3 Your Responsibilities as the Taxpayer

You remain responsible for:

• The accuracy and completeness of the underlying records (invoices, expenses, customer data) you put into TradeAlly
• Reviewing the calculated figures before submitting to HMRC
• Submitting on time — HMRC's filing deadline is the 7th of the second month after each quarter
• Keeping your business details current (VAT registration number, scheme, address)
• Maintaining your HMRC connection (re-authorising if HMRC's tokens expire or you change credentials)
• Disconnecting your HMRC connection if you stop using TradeAlly for VAT filing

10.4 Record Retention — 6 Years

HMRC requires VAT-relevant business records to be kept for 6 years. To comply with this obligation, TradeAlly retains the following data for 6 years from the end of the relevant tax year, regardless of whether your account is active or terminated:

• VAT returns submitted through TradeAlly (the nine boxes, period covered, submission timestamp, HMRC bundle reference)
• Invoices and expenses that contributed to a submitted VAT return
• Audit fields recording who prepared, reviewed, and submitted each return

This retention period overrides UK GDPR's right-to-erasure for these specific records during the 6-year window, as permitted by Article 17(3)(b) (compliance with a legal obligation). All other personal data is deleted on request as described in our Privacy Policy §10.

10.5 Accountant Access

If you invite an accountant to your TradeAlly account (Pro tier), they receive a strictly limited set of permissions: view your VAT data, view related financial records (invoices, expenses, customer details), download the accountant export pack, and mark a draft return as reviewed. They cannot submit returns to HMRC on your behalf — you remain the sole submitter. You can revoke their access at any time from settings.

10.6 Pricing for MTD Filing

MTD VAT calculation and direct filing through TradeAlly is included in your subscription tier where applicable; we will tell you in-app and notify you in advance of any change to this. Connecting to HMRC is free; HMRC does not charge for the API.

10.7 Service Disruption Affecting MTD

If HMRC's MTD VAT API is unavailable when you try to submit, we will keep your draft return so you can resubmit when service is restored. Where the disruption is on our side (a TradeAlly outage), we will notify you and where appropriate help arrange manual filing via HMRC's gov.uk service or by your accountant. We are not liable for HMRC late-filing penalties caused by HMRC's own service outages (typical industry practice; HMRC has discretion to waive penalties in such cases).

10.8 Termination — What Happens to Your VAT Data

If you cancel your subscription or stop using TradeAlly:

• Your HMRC connection is disconnected automatically; we revoke our access tokens with HMRC
• Previously submitted VAT returns remain on HMRC's records (we cannot un-file a return; that is a HMRC-side correction process)
• The 6-year retention window applies to your VAT returns held by us, even after account closure (per §10.4 above)
• You can request a full data export at any time during or after the retention window via dpo@tradeally.co.uk

11. Warranties and Disclaimers

11.1 Service Warranty

We warrant that our Services will perform substantially in accordance with our documentation. This warranty does not apply to issues caused by factors outside our reasonable control.

11.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.3 No Guarantee of Results

We do not guarantee that our Services will meet all your requirements or that use of our Services will result in increased business or revenue.

12. Limitation of Liability

11.1 Liability Exclusions Not Affected

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited by applicable law

11.2 Limitation of Liability

Subject to section 11.1 above, and TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• WE SHALL NOT BE LIABLE FOR LOST PROFITS, REVENUE, OR DATA
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY

13. Indemnification

You agree to indemnify, defend, and hold harmless TradeAlly, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of our Services
• Your violation of these Terms
• Your violation of any rights of another party
• Your Content or Customer interactions

14. Termination

13.1 Termination by You

You may cancel your subscription at any time through your dashboard. Cancellation takes effect at the end of your current billing period.

13.2 Termination by Us

We may suspend or terminate your account immediately if:

• You breach these Terms
• Your payment is overdue by more than 30 days
• You use the Services for illegal purposes
• We are required to do so by law

13.3 Effect of Termination

• Your access to the Services will cease immediately
• We will retain your data for 90 days for retrieval
• You remain liable for any outstanding fees
• Provisions that should survive termination will remain in effect

15. Governing Law and Disputes

14.1 Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.

14.2 Jurisdiction

Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.3 Dispute Resolution

Before initiating legal proceedings, parties agree to attempt to resolve disputes through good faith negotiation. If unsuccessful, disputes may be submitted to mediation.

16. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes via email or through our dashboard at least 30 days before they take effect. Your continued use of our Services after changes constitutes acceptance of the modified Terms.

17. General Provisions

16.1 Entire Agreement

These Terms constitute the entire agreement between you and TradeAlly regarding the use of our Services.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.

16.5 Force Majeure

Neither party shall be liable for any failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemic, or Internet service provider failures.

18. Apple App Store Additional Terms

This Section 18 applies only if you obtained the TradeAlly application (the “Licensed Application”) from Apple’s App Store. The terms in this section supplement, and where they conflict prevail over, the rest of these Terms for users of the Licensed Application obtained from the App Store.

18.1 Acknowledgement

You acknowledge that these Terms are concluded between you and Trade Ally Ltd only, and not with Apple Inc. (“Apple”). Trade Ally Ltd, not Apple, is solely responsible for the Licensed Application and its content. You acknowledge that these Terms do not provide usage rules for the Licensed Application that are less restrictive than, or in conflict with, the Apple Media Services Terms and Conditions (the “Usage Rules”) as of the effective date of these Terms.

18.2 Scope of Licence

The licence granted to you for the Licensed Application is limited to a non-transferable licence to use the Licensed Application on any Apple-branded product that you own or control and as permitted by the Usage Rules. You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time.

18.3 Maintenance and Support

Trade Ally Ltd is solely responsible for providing any maintenance and support services with respect to the Licensed Application, as specified in these Terms, or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.

18.4 Warranty

Trade Ally Ltd is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Licensed Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Trade Ally Ltd’s sole responsibility.

18.5 Product Claims

You and Trade Ally Ltd acknowledge that Trade Ally Ltd, not Apple, is responsible for addressing any claims by you or any third party relating to the Licensed Application or your possession and/or use of the Licensed Application, including but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

18.6 Intellectual Property Rights

You and Trade Ally Ltd acknowledge that, in the event of any third-party claim that the Licensed Application or your possession and use of the Licensed Application infringes that third party’s intellectual property rights, Trade Ally Ltd, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

18.7 Legal Compliance

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

18.8 Developer Name and Address

For end-user inquiries or claims related to the Licensed Application, contact Trade Ally Ltd at the address and email shown in the Contact Information at the end of these Terms.

18.9 Third-Party Terms of Agreement

You must comply with any applicable third-party terms of agreement when using the Licensed Application (for example, your wireless data service agreement and any applicable third-party software licences).

18.10 Third-Party Beneficiary

You and Trade Ally Ltd acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.