This agreement is between Supreme Imports (operating as Penny Ledger), and the customer agreeing to these terms (Customer).

SOFTWARE-AS-A-SERVICE: This agreement entitles the Customer to access and utilize an internet-based software service as specified in an order and comprehensively detailed at: pennyledger.co.uk (Service).

USE OF SERVICE: This agreement grants the Customer access to and usage of an internet-based software service as specified in an order and comprehensively detailed at: pennyledger.co.uk (Service).

Customer Owned Data: All data and documents uploaded by the Customer shall remain the sole property of the Customer. The Customer Data is owned by the Customer, and Penny Ledger is granted the right to use, display, and distribute the Customer Data for the sole purpose of fulfilling obligations under this agreement.

Customer Responsibilities: The Customer (i) must maintain the security and confidentiality of their passwords; (ii) bears sole responsibility for Customer Data and all activity within their account on the Service; (iii) must employ commercially reasonable efforts to prevent unauthorized access to their account and promptly notify Penny Ledger of any such unauthorized access; and (iv) may utilize the Service solely in accordance with the Service’s Knowledge Base and applicable laws.

ALTHOUGH PENNY LEDGER IMPLEMENTS REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, PENNY LEDGER DOES NOT WARRANT THAT THE SERVICE CANNOT BE COMPROMISED. THE CUSTOMER ACKNOWLEDGES THAT THE SERVICE MAY CONTAIN ERRORS AND INTERRUPTIONS IN USE.

DEFINITION OF CONFIDENTIAL INFORMATION: Confidential Information refers to any non-public information shared by one party (Discloser) to another party (Recipient), whether communicated orally or in writing, that is identified as confidential or reasonably understood to be confidential considering the nature and context of its disclosure (Confidential Information). Within Penny Ledger, Confidential Information encompasses, but is not limited to, the Service (including its user interface design, layout, and pricing information).

PROTECTION OF CONFIDENTIAL INFORMATION: The Recipient must exercise the same level of care it applies to safeguard its own confidential information (not less than reasonable care) to avoid disclosing or using any Confidential Information received from the Discloser for purposes beyond the scope of this agreement. Additionally, the Recipient is obligated to make commercially reasonable efforts to restrict access to the Discloser’s Confidential Information to its employees and contractors who require such access for activities aligned with this agreement. These individuals must have signed confidentiality agreements with the Recipient that are no less stringent than the confidentiality terms specified in this agreement.

EXCLUSIONS: Confidential Information does not cover information that: (i) is or becomes publicly known without any violation of obligations to the Discloser, (ii) was already known to the Recipient before the Discloser’s disclosure without breaching any obligations to the Discloser, (iii) is received from a third party without breaching obligations to the Discloser, or (iv) was independently developed by the Recipient without utilizing or having access to the Confidential Information. The Recipient may reveal Confidential Information to the extent required by law or court order but must provide the Discloser with prior notification to seek a protective order.

RESERVATION OF RIGHTS: The software, workflow processes, user interface, designs, know-how, and other technologies provided by Penny Ledger as part of the Service are the proprietary property of Penny Ledger and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain solely with Penny Ledger. Customer is prohibited from removing or modifying any proprietary marking or restrictive legends in the Service. Penny Ledger reserves all rights unless expressly granted in this agreement.

RESTRICTIONS: Customer is not permitted to (i) sell, resell, rent, or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.

AGGREGATE DATA: During and after the term of this agreement, Penny Ledger may utilize non-personally identifiable Customer Data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support, and other business purposes.

TERM: This agreement remains valid until it is ended.

Termination by Customer: The Customer holds the right to terminate this agreement by submitting a written notice of 30 days to Penny Ledger via support@pennyledger.co.uk.

Termination by Penny Ledger: Penny Ledger holds the right to terminate this agreement by issuing a written notice of 30 days to the Customer.

Mutual Termination for Significant Breach: If one party significantly breaches this agreement, the other party has the right to terminate this agreement after issuing a written notice of 30 days, provided the breach remains unresolved.

Suspension for Agreement Violation: Penny Ledger holds the authority to temporarily suspend, terminate, or take both actions if the Customer breaches any terms of the service.

Maintenance of Customer Data: The Customer Data will be accessible upon written request by the customer within 90 days after the termination.
After this 90-day period, Penny Ledger is not obliged to retain the Customer Data and may delete it.

Returning Penny Ledger Property on Termination: Upon termination of this agreement, the Customer must clear any outstanding dues to Penny Ledger and either destroy or return all property owned by Penny Ledger. Upon Penny Ledger’s request, the Customer will confirm in writing their compliance with this requirement.

Suspension for Legal Violations: Penny Ledger may temporarily suspend the Service or remove the relevant Customer Data, or both, if there is a reasonable belief that the Customer has violated a law while using the Service. Penny Ledger will attempt to provide advance notification to the Customer whenever possible.

EXCLUSION OF INDIRECT DAMAGES: Penny Ledger shall not be held liable for any indirect, special, incidental, or consequential damages arising from or associated with this agreement. This includes costs of delay, loss of data, records or information, and lost profits, regardless of Penny Ledger’s awareness of the possibility of such damages.

TOTAL LIABILITY LIMIT: Penny Ledger’s total liability arising from or linked to this agreement, whether in contract, tort, or any other legal theory, shall not exceed the total amount paid by the Customer within the three-month period preceding the event giving rise to the liability.

INDEMNIFICATION: In the event of a third-party claim against Penny Ledger or any legal process related to the Customer’s actions, omissions, data, or information within the Software, the Customer is obligated to defend, indemnify, and hold Penny Ledger harmless from any and all damages, losses, and expenses, including reasonable legal fees and costs.

GOVERNING LAW AND JURISDICTION: This agreement is governed by the laws of England, without regard to conflicts of law principles. All disputes or matters arising from this agreement must exclusively be filed in the courts of England and Wales, to which the Customer agrees to submit. This agreement does not limit either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any legal action is entitled to recover attorneys’ fees and costs from the other party.

ENTIRE AGREEMENT AND CHANGES: This agreement and the order collectively establish the entire understanding between the parties, supplanting any earlier or concurrent negotiations or agreements, whether oral or written, regarding this subject matter. The Customer acknowledges that no representations other than those contained in this agreement, whether oral or written, are relied upon. No representations, promises, or inducements not included in this agreement shall be binding. Any modification of this agreement requires the signature of both parties, and no waiver is effective unless the party waiving the right signs a waiver in writing.

NON-ASSIGNMENT: Neither party may assign or transfer this agreement or an order to a third party, except in cases where this agreement, along with all orders, may be assigned without the consent of the other party as part of a merger or sale of substantially all the assets of a party.

INDEPENDENT CONTRACTORS: The parties agree that they operate as independent contractors concerning each other.

ENFORCEABILITY AND FORCE NAJEURE: If any term of this agreement is deemed invalid or unenforceable, the other terms remain effective. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including force majeure events.

MONEY DAMAGES INSUFFICIENT: A breach by a party of this agreement or violation of the other party’s intellectual property rights could result in irreparable harm. The other party may seek a court order to stop any breach or prevent any future breach.

REJECTION OF TERMS: Penny Ledger rejects any additional or conflicting terms in any Customer form-purchasing document.

ORDER OF PRECEDENCE: In cases of inconsistency between this agreement and an order, the order takes precedence.

SURVIVAL OF TERMS: Any terms that naturally survive termination of this agreement to assert the parties’ rights and receive the protections of this agreement will remain in effect. The UN Convention on Contracts for the International Sale of Goods does not apply.

ACCOUNTING SERVICES PROVISION: Penny Ledger does not offer accountancy or tax services directly. Customers will be matched with a qualified regulated accountant (the “Accountant”) who will provide these services. The Customer will sign an engagement agreement with the Accountant, regulating the provision of services. Penny Ledger is not liable for any defects in the provision of accountancy or tax services by the Accountant.

REFUNDS FOR INACTIVE SERVICE: If a service remains dormant or inactive for 12 months following purchase without further action by the customer, Penny Ledger reserves the right to define it as such. In the case of inactive and incomplete services, the customer agrees to forgo their refund rights and instead receive a credit equivalent to the service’s cost at the time of purchase. Penny Ledger will attempt to notify the customer via email before taking action.

A tax return which has no submission receipt uploaded to the Penny Ledger profile

FEEDBACK: Customer agrees that any submissions of ideas, suggestions, or feedback to Penny Ledger regarding the Service do not contain confidential or proprietary information. Customer hereby grants Penny Ledger an irrevocable, unlimited, royalty-free, and fully-paid perpetual license to use such submissions for any business purpose.

UPDATES: We reserve the right to modify this privacy statement at any time. Material changes to this policy will be communicated here and via email.

Contact: Have questions? Reach out to us directly at support@pennyledger.co.uk.