Terms of Service

1. Introduction

These Terms of Service (“Terms”) form a legally binding agreement between you (“Customer,” “you,” or “your”) and Briefcase Tech Ltd (“Briefcase,” “we,” “us,” or “our”), a company registered in England and Wales (Company No. 15805625). These Terms govern your access to and use of our website https://www.briefcase.so (the “Site”) and our software-as-a-service platform and related services (collectively, the “Services”).

By using our Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you must not use the Services.

2. Definitions

• Customer Data: Any data, content, or material submitted by or on behalf of the Customer via the Services, including documents containing personal data.
• Personal Data: As defined in the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018.
• Data Controller: The party that determines the purposes and means of processing Personal Data. The Customer is the Data Controller.
• Data Processor: The party that processes Personal Data on behalf of the Controller. Briefcase is the Data Processor.
• Sub-Processor: A third party engaged by Briefcase to process Personal Data on the Customer's behalf.
• Licence: The right to use the Services for one connection—one client, entity, or organisation connected to the Services. Each Licence is assigned a plan tier and billed per billing cycle.
• Billable Document: A financial document processed and actioned through the Services. Published invoices, receipts, and credit notes count as one (1) Billable Document each; exported bank statements and reconciled supplier statements count as two (2) each. Documents in review, duplicates, and archived items do not count. Allowances are measured per quarterly billing cycle (see Section 9.1).

3. Overview of the Services

Briefcase provides an AI-native automation platform for accounting workflows, including extraction and categorisation of financial documents such as invoices and receipts. The Services may integrate with third-party software such as Xero and QuickBooks to support end-to-end bookkeeping automation.

4. Roles and Responsibilities Under GDPR

4.1. Customer as Data Controller

The Customer determines the purposes and means of processing Personal Data and is responsible for ensuring compliance with GDPR and other applicable data protection laws.

The Customer must ensure that it has a lawful basis for processing Personal Data and for instructing Briefcase to process Personal Data on its behalf.

4.2. Briefcase as Data Processor

Briefcase processes Personal Data on behalf of the Customer in accordance with the Customer's instructions and these Terms.

Briefcase shall comply with GDPR requirements applicable to Data Processors, including implementing appropriate technical and organisational measures to protect Personal Data.

5. Processing of Personal Data

5.1. Subject Matter and Duration

• Subject Matter: The processing of Personal Data as necessary to provide the Services, including capturing, processing, and automating accounting tasks.
• Duration: The term of these Terms until termination or expiration, plus any period thereafter until deletion of all Personal Data by Briefcase in accordance with these Terms.

5.2. Nature and Purpose of Processing

• Nature: Processing Personal Data through AI technologies to automate accounting tasks.
• Purpose: We process documents (e.g., invoices, receipts) and associated data to support document capture, categorisation, VAT assignment, and accounting automation.

5.3. Types of Personal Data

Personal Data contained within invoices, receipts, and financial documents, which may include names, addresses, contact details, transaction details, and any other personal information submitted by the Customer or End Users.

5.4. Categories of Data Subjects

Individuals whose Personal Data is contained within the Customer Data, including the Customer's End Users, suppliers, and employees.

6. Our Responsibilities as Data Processor

• We will process Personal Data only on your instructions unless required by law.
• All staff and contractors handling Personal Data are bound by confidentiality obligations.
• We implement safeguards such as data encryption (in transit and at rest), logical data segregation, and strict access controls. Customer Data is hosted within the European Economic Area (EEA) using providers such as Amazon Web Services (Ireland), subject to appropriate technical and organisational measures. For further details, please refer to our Privacy Policy.
• We may engage Sub-Processors to deliver our Services. A current list and description of these Sub-Processors is available in our Privacy Policy. This list may be updated from time to time. We may notify you of material changes.
• In the event of a Personal Data Breach, we will notify you without undue delay and assist you in fulfilling your regulatory obligations.
• Upon termination of the Services, we will delete or return all Personal Data within 30 days, unless retention is required by law.
• Upon request, we will make available information necessary to demonstrate compliance and support reasonable audit or information requests limited to our compliance with data protection obligations under these Terms.

7. Your Responsibilities

You agree to:

• Comply with all applicable data protection and privacy laws;
• Ensure you have a lawful basis to process and share Personal Data with Briefcase;
• Provide accurate, lawful instructions for processing;
• Not use the Services in a way that violates the rights of any third party or applicable law.

8. Use of Services

8.1 Permitted Use

You may use the Services only for lawful business purposes and in accordance with these Terms.

8.2 Prohibited Activities

You agree not to:

• Use the Services to infringe any intellectual property or privacy rights;
• Upload harmful or malicious content;
• Attempt to access the Services or related systems without authorisation;
• Attempt to manipulate, exploit, or interfere with any AI or automated systems used in the Services, including through prompt injection, adversarial inputs, or any technique designed to alter the intended behaviour of such systems;
• Abuse support or communication channels (including in-app chat, email, or other messaging features) to attempt unauthorised access, extract system information, or interfere with service operations;
• Reverse-engineer, probe, or test the vulnerability of the Services or any AI models or systems integrated therein, except with our prior written consent;
• Resell or sublicence the Services to third parties.

8.3 Fair Use

You must use the Services reasonably and in good faith, in a manner consistent with their intended purpose and any usage limits applicable to your plan.

Free trials are provided for the genuine evaluation of the Services and are limited to one trial per customer, organisation, or group of related entities. You agree not to:

• Create multiple, duplicate, or successive accounts—including through the use of email aliases, address variations, or other misrepresented or automated identities—to obtain repeated or extended free trials, exceed or evade plan usage limits, or otherwise circumvent applicable fees;
• Misrepresent your identity, organisation, or affiliation in order to access the Services or any trial, discount, or promotional offer for which you would not otherwise be eligible.

We may monitor for, investigate, and take action against conduct that we reasonably consider to be a breach of this section. Such action may include consolidating, restricting, suspending, or terminating the affected accounts in accordance with Section 16.2, and requiring payment for any usage obtained in breach of these Terms.

9. Pricing and Payment

9.1 Subscription Model

The Services are sold on a subscription basis and billed per Licence. Each Licence is assigned a plan tier; tiers share the same features and differ only in the number of Billable Documents included per quarter. Your billing quarters run from your subscription start date. Standard tiers, allowances, discounts, and minimums are published on our Pricing Page and may be updated from time to time.

9.2 Custom Pricing and Subscription Models

Where we agree custom or negotiated pricing, discounts, minimums, subscription models, or other commercial terms with you in writing, those terms prevail over the Pricing Page and these Terms to the extent of any conflict.

9.3 Changing Tiers and Licences

You may add or remove Licences, and change the tier of any Licence, at any time from the billing page in the product. Changes are applied to your subscription and billed on a prorated basis.

9.4 Auto-Upgrade

Auto-upgrade is enabled by default (you may opt out at any time—see below) to keep processing uninterrupted. If a Licence's usage in a quarter reaches 110% of its tier's Billable Document allowance, that Licence is automatically upgraded to the next tier that fits its volume, and the prorated difference is charged to your payment method the same day. You can turn auto-upgrade on or off at any time from the billing page. If auto-upgrade is turned off, billable actions on a Licence are paused once it reaches 100% of its allowance, until the next quarter begins or you upgrade the tier manually.

9.5 Billing, Taxes and Payment

You are billed for your Licences in advance on a recurring basis (typically monthly), while Billable Document allowances are measured per quarter as described in Section 9.1. All fees are stated exclusive of VAT and other applicable taxes, which you are responsible for paying at the prevailing rate. Fees are payable in the currency stated at checkout. You must keep valid payment details on file and authorise us and our payment processor to charge the applicable fees.

9.6 Promotional and Introductory Pricing

We may offer promotional, introductory, or time-limited discounts (including via discount codes). Unless stated otherwise, such discounts apply only for the stated period and Licences, are not transferable, may not be combined, and may be withdrawn or amended for future periods. On expiry of a promotional period, fees automatically revert to the then-current standard or agreed rate. Such reversion is not a price change for the purposes of Section 9.7, and no further notice is required beyond the terms of the offer.

9.7 Price Changes

We may change our standard fees from time to time. Any increase to your recurring subscription fees—other than a reversion under Section 9.6 or an auto-upgrade under Section 9.4—will be communicated to you with at least thirty (30) days' advance notice, and takes effect from the start of the next billing cycle following that notice period.

9.8 Renewal and Cancellation

Subscriptions are monthly-rolling and renew automatically. You may cancel at any time from the product; cancellation takes effect at the end of the then-current billing cycle and you retain access until then. We do not refund partial billing periods except as required by law or agreed in writing.

9.9 Late Payments

If your payment is overdue, we may suspend your access to the Services until payment is received. We may also apply interest or charges as permitted by law.

9.10 Legacy Plans

Customers on legacy or grandfathered pricing continue on their existing plan until they migrate to current pricing or we give notice under Section 9.7.

10. Refunds

You may request a full refund within 30 days of your initial purchase. Refunds are granted at our discretion except where required by applicable law. For the avoidance of doubt, statutory consumer cancellation rights do not apply to business users. Email support@briefcase.so to initiate a request.

11. Confidentiality

Both parties agree to keep each other's non-public information confidential, to use it only as necessary to perform obligations under these Terms, and to protect it with reasonable care. This obligation survives termination.

12. Intellectual Property

Briefcase and its licensors retain all rights, title, and interest in the Services and all underlying technology. You receive a non-exclusive, non-transferable, revocable licence to use the Services during the term of your subscription, subject to these Terms.

13. Service Availability and Support

We are committed to delivering a reliable and responsive service experience. While we do not guarantee uninterrupted availability, we work to maintain high uptime and address any issues promptly.

All Customers have access to our support team. In addition to email-based support via support@briefcase.so, we offer optional direct communication channels—such as Slack, Microsoft Teams, or Google Chat—for fast issue resolution, feedback discussions, and service updates. Customers may choose whether to use these channels. We aim to respond quickly and pragmatically to support queries, prioritising those that affect core business workflows. We also welcome product feedback and aim to incorporate it into our roadmap where feasible.

From time to time, maintenance, updates, or service interruptions may occur. Where possible, we will provide advance notice of planned downtime. You are responsible for maintaining an internet connection and compatible systems to access the Services.

13.1 Accuracy of Outputs

The Services use automated and AI-based processing to extract, categorise, and assign VAT treatment to documents and to automate accounting tasks. While we work to make these outputs accurate, they are generated automatically and we do not warrant that they will be error-free, complete, or fit for a particular purpose. You are responsible for reviewing and approving outputs before using them in any filing or submission. To the fullest extent permitted by law, outputs are provided “as is,” subject to Section 14 (Limitation of Liability).

14. Limitation of Liability

To the fullest extent permitted by law:

• We are not liable for indirect, incidental, special, or consequential damages;
• Our total liability under these Terms is limited to the amount you paid to us in the 12 months prior to the claim;
• Nothing in these Terms limits liability for death, personal injury, fraud, or any liability that cannot be lawfully excluded.

15. Indemnification

You agree to indemnify and hold Briefcase harmless from any claims, damages, or losses arising from:

• Your breach of these Terms;
• Your unlawful use of the Services;
• Your violation of any rights of a third party.

16. Termination

16.1 By the Customer

You may terminate your subscription at any time by notifying us. Access to Services will continue until the end of the current billing period.

16.2 By Briefcase

We may suspend or terminate your account for breach or misuse. We may also terminate the Services for convenience with 30 days' written notice.

16.3 Post-Termination

• Data Retention: We will make your Customer Data available for 30 days after termination. After that, we may delete your data unless required by law to retain it.
• Survival: Sections 11 (Confidentiality), 12 (Intellectual Property), 14 (Limitation of Liability), 15 (Indemnification), and 19 (Miscellaneous) will survive termination of these Terms.

17. Publicity

Unless otherwise agreed in writing, you grant Briefcase the right to use your name, logo, and brand assets to identify you as a customer on our website, in sales decks, and in other marketing or promotional materials. You also allow us to reference or quote feedback you provide — including comments made in calls, emails, chats, or other interactions with our team — provided we use reasonable judgment and do not disclose confidential information. You may opt out of this publicity right at any time by contacting us at support@briefcase.so.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of England and Wales. Any disputes will first be attempted to be resolved by negotiation. If unresolved, either party may refer the matter to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Courts of England and Wales have exclusive jurisdiction.

19. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted on our website and may be notified via email or in-product. Continued use of the Services after changes take effect constitutes your acceptance of the new Terms.

20. Miscellaneous

• Entire Agreement: These Terms and the Privacy Policy constitute the entire agreement between you and Briefcase.
• Severability: If any part of these Terms is found to be unenforceable, the remainder will remain in effect.
• Waiver: Failure to enforce any provision does not constitute a waiver of future enforcement.
• Assignment: You may not assign these Terms or your rights under them without our prior written consent. We may assign or transfer our rights or obligations under these Terms, provided we take reasonable steps to ensure that your rights are not adversely affected.
• Force Majeure: Neither party shall be liable for any delay or failure to perform due to causes outside their reasonable control, including but not limited to natural disasters, cyberattacks, utility failures, acts of war, pandemics, or government restrictions.

21. Contact Us

If you have questions about these Terms, contact us at: support@briefcase.so