Terms of Service

1Who this is between

These terms govern use of the Brayton Books software (the Service) between us — the provider — and the business that signs up (you). Your staff and contractors use the Service under your account and your responsibility.

2Your data stays yours

Everything you put into the Service — your clients, your projects, your invoices, your bank activity, your documents — is Your Data, and it remains yours. We claim no ownership of it and no right to use it beyond running the Service for you, keeping it working, and keeping it safe.

We do not sell Your Data. We do not share it with another customer. We do not use it to train anything.

3What we do with it, and on whose instruction

We process Your Data only to provide the Service, on your documented instructions — your use of the Service being the instruction. Where Your Data includes personal information about your clients, your staff or your contractors, you are the business and we are your service provider as those terms are used in the California Consumer Privacy Act as amended by the CPRA.

Accordingly, we will not: retain, use or disclose personal information for any purpose other than performing the Service; sell or share it; combine it with information from another source except as permitted for a service provider; or act outside the direct business relationship between us. We will tell you if we can no longer meet these obligations.

We will help you respond to a request from one of your people to know, delete or correct their information, and we will pass any such request we receive directly on to you rather than answering it ourselves.

4Sub-processors

Running the Service requires third parties: hosting, email delivery, bank-data aggregation, and payment processing. We will keep a current list available to you, bind each of them to protections no weaker than these terms, and remain responsible to you for what they do with Your Data.

We will give you reasonable notice before adding a new one, and you may object.

5Security, and what happens if it fails

We maintain reasonable administrative, technical and physical safeguards appropriate to the sensitivity of Your Data, including encryption of tax identification numbers at rest and separation of each customer's data from every other customer's.

If we discover a breach of security affecting Your Data, we will notify you without unreasonable delay and in any event within seventy-two hours of confirming it, tell you what we know, and help you meet your own notification obligations — including under California Civil Code section 1798.82.

6Your filings are yours

The Service records, organises and reports on financial information you enter or connect. It is a bookkeeping tool. It is not an accountant, a tax preparer, a tax adviser or a law firm, and nothing it displays is accounting, tax or legal advice.

You are solely responsible for: the accuracy and completeness of what you put in; every tax return, sales tax filing, information return and report you file; every amount you withhold, collect or remit; and the decisions you make on the basis of anything the Service shows you. You should engage a qualified accountant, and we assume you have.

Figures the Service produces are derived from what you entered and from the basis of accounting the Service uses, which may not be the basis your return requires. Reports are a starting point for your accountant, not a substitute for one.

7What we promise, and what we do not

We will provide the Service with reasonable skill and care, and we will not materially reduce what it does during a term you have paid for.

OTHERWISE THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY FIGURE IT PRODUCES IS CORRECT FOR ANY PARTICULAR PURPOSE.

8Limits on liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST OR CORRUPTED DATA, HOWEVER CAUSED.

OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to our breach of section 3 or 5, to either party's gross negligence or wilful misconduct, or to your obligation to pay fees.

9Indemnities

You will defend and indemnify us against claims arising from Your Data, from your use of the Service in breach of these terms or of law, and from your tax, employment and financial obligations to others.

We will defend and indemnify you against a third-party claim that the Service infringes their intellectual property.

10Getting your data out, and deletion

You may export Your Data at any time while your account is active, in a usable format. On termination we will keep it available for export for thirty days, and delete it within ninety, except where we are required to retain something by law — in which case we keep only that, only for as long as required.

11Fees, term and ending it

Fees, billing period and any minimum term are set out in your order. Either party may end these terms at the end of a billing period on notice; we may suspend the Service for non-payment or for use that threatens the security or integrity of the Service for other customers, after telling you.

12Changes

We may update these terms on reasonable notice. If an update materially reduces your rights, you may end the agreement before it takes effect and receive a pro-rata refund of fees paid for the unused period.

13Law, and how disputes are settled

To be set before Brayton Books opens to new studios.