Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", "your") and Zody AI Ltd, a company incorporated in England and Wales ("Zody AI", "we", "us", "our"), governing your access to and use of the Expenser web application and all related services, features, content, and functionality (collectively, the "Service").

By registering for an account, accessing, or using the Service in any way, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree, you must immediately cease use of the Service and delete your account.

If you are using the Service on behalf of a company, partnership, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and all references to "you" shall refer to that entity.

We reserve the right to amend these Terms at any time. We will notify you of material changes by email or in-app notification. Your continued use of the Service following such notification constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

Expenser is a software tool that uses artificial intelligence and machine learning technology to assist users in organising, categorising, and reviewing financial transaction data extracted from uploaded documents such as receipts, invoices, and bank records.

The Service may present information derived from publicly available guidance published by His Majesty's Revenue & Customs ("HMRC") and other sources, retrieved via automated processes. This information is presented for general informational and organisational purposes only.

The Service is not, and shall not at any time be construed as, a provider of tax advice, legal advice, accountancy services, financial advice, or any other regulated professional service. Nothing in the Service, including but not limited to any output, classification, categorisation, flag, score, suggestion, or commentary generated by the Service, constitutes advice of any kind.

Zody AI Ltd is not a tax adviser, accountant, auditor, lawyer, or regulated financial services provider. We are not authorised or regulated by HMRC, the Financial Conduct Authority ("FCA"), the Institute of Chartered Accountants in England and Wales ("ICAEW"), or any other regulatory or professional body in connection with the provision of professional advice.

The Service relies on artificial intelligence, large language models ("LLMs"), and automated processing technologies. These technologies are inherently probabilistic and imperfect. They can and do produce errors, misclassifications, omissions, hallucinations, and outputs that are factually incorrect, outdated, incomplete, or misleading.

No output produced by the Service — including any assessment of whether a transaction is or may be tax-deductible, allowable as a business expense, or otherwise claimable under UK tax law — should be relied upon as accurate, complete, or current. All such outputs are indicative only and carry no guarantee of correctness.

You acknowledge and accept that:

1. (a)AI-generated expense classifications and assessments may be wrong, and you must not submit any tax return, claim, or filing to HMRC or any other authority based solely or primarily on outputs generated by the Service;
2. (b)HMRC guidance changes frequently, and any information derived from scraped or cached HMRC content within the Service may be out of date, incomplete, or incorrectly interpreted;
3. (c)The tax-deductibility of any expense is a matter of fact and law that depends on your specific circumstances, the nature of your trade or business, the applicable tax year, and current legislation and HMRC practice — none of which the Service is capable of fully assessing;
4. (d)AI outputs do not constitute a "reasonable excuse" or any form of defence in any HMRC investigation, compliance check, penalty proceeding, or appeal;
5. (e)You remain solely and exclusively responsible for the accuracy, completeness, and legality of any tax return, VAT return, self-assessment submission, or other financial or regulatory filing you make, regardless of whether you used the Service in preparing it.

You must obtain independent professional advice from a qualified tax adviser, accountant, or solicitor before making any tax, VAT, or financial decision. This is not a suggestion — it is a condition of using this Service responsibly.

To the maximum extent permitted by applicable law, Zody AI Ltd expressly disclaims that any content, output, categorisation, guidance, or information provided through the Service constitutes:

1. (a)Tax advice of any nature;
2. (b)Legal advice of any nature;
3. (c)Accounting or auditing advice;
4. (d)Financial advice within the meaning of the Financial Services and Markets Act 2000;
5. (e)Any representation as to the correct tax treatment of any transaction or expense.

Any output suggesting that a transaction "may be expensable", "is likely allowable", "qualifies as a business expense", or similar, is an automated, AI-generated indicator based on general patterns and publicly available HMRC guidance. Such outputs do not reflect a professional assessment of your specific circumstances and must not be treated as such.

Zody AI Ltd accepts no responsibility whatsoever for any tax liability, penalty, interest charge, surcharge, investigation, prosecution, or other adverse consequence arising from your reliance on any output of the Service.

The Service may incorporate or reference content derived from HMRC's publicly available guidance, manuals, publications, and web pages. This content is retrieved and processed via automated means and is subject to the following limitations, which you expressly acknowledge:

1. (a)HMRC guidance is not law. It represents HMRC's published interpretation of legislation, which may change without notice and which courts and tribunals are not bound to follow;
2. (b)HMRC guidance retrieved by the Service may be out of date, incorrectly parsed, taken out of context, or otherwise inaccurate;
3. (c)The Service does not have access to unpublished HMRC practice, internal manuals not in the public domain, or the specific views of HMRC with respect to your individual circumstances;
4. (d)Zody AI Ltd makes no representation that its use or interpretation of HMRC guidance is accurate, complete, or reflects current HMRC practice or legislation.

Zody AI Ltd is not affiliated with, endorsed by, or acting on behalf of HMRC or any government department. Nothing in the Service should be construed as a representation that HMRC will accept any expense claim.

You are solely responsible for:

1. (a)Ensuring the accuracy, completeness, and authenticity of all documents, receipts, invoices, and data you upload to the Service;
2. (b)Verifying all outputs of the Service independently before acting on them;
3. (c)Maintaining your own complete and accurate financial records in accordance with all applicable legal obligations;
4. (d)Engaging a suitably qualified professional to review any expense claims, tax returns, or financial submissions you intend to make;
5. (e)Complying with all applicable laws, regulations, and HMRC requirements, including but not limited to the Income Tax Act 2007, the Corporation Tax Act 2009, the Value Added Tax Act 1994, and associated secondary legislation and HMRC guidance.

You warrant that:

1. (a)You will not use the Service for any unlawful purpose, including but not limited to the preparation or facilitation of fraudulent tax returns or claims;
2. (b)All documents uploaded to the Service are genuine and have not been altered, fabricated, or falsified;
3. (c)You have the legal right to upload all documents and data submitted to the Service;
4. (d)Your use of the Service will not infringe the intellectual property, data protection, or other rights of any third party.

You acknowledge that the submission of false, misleading, or fraudulent information to HMRC is a criminal offence under, inter alia, the Fraud Act 2006 and the Taxes Management Act 1970, and that Zody AI Ltd bears no liability in connection with any such conduct by you.

Your use of the Service involves the processing of personal and financial data. Our collection, use, storage, and processing of your data is governed by our Privacy Policy, which forms part of these Terms and which you must review and accept prior to using the Service.

You acknowledge that:

1. (a)Documents uploaded to the Service may contain sensitive personal and financial information;
2. (b)By uploading such documents, you consent to their processing by automated systems including AI and LLM technologies, which may involve transmission to third-party AI model providers under appropriate data processing agreements;
3. (c)You are responsible for ensuring that any data you upload relating to third parties (including employees, clients, or counterparties) is uploaded lawfully and with appropriate authority under the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018.

Zody AI Ltd implements commercially reasonable technical and organisational security measures to protect your data. However, no system is entirely secure, and we do not guarantee the absolute security of data transmitted to or stored within the Service.

You must not upload any documents containing data relating to individuals who have not consented to such processing where consent is required under applicable data protection law.

All intellectual property rights in the Service, including but not limited to the software, AI models, algorithms, user interface, design, branding, and documentation, are owned by or licensed to Zody AI Ltd.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business or personal tax management purposes only.

You must not copy, reproduce, modify, reverse-engineer, decompile, disassemble, sublicense, sell, or otherwise exploit any part of the Service or its underlying technology without our prior written consent.

You retain ownership of the raw documents and data you upload to the Service. By uploading content, you grant Zody AI Ltd a limited licence to process, store, and analyse that content solely for the purpose of providing the Service to you.

To the maximum extent permitted by applicable law, Zody AI Ltd, its directors, employees, contractors, agents, affiliates, successors, and assigns shall not be liable to you or any third party for:

1. (a)Any loss of profits, revenue, business, contracts, or anticipated savings;
2. (b)Any loss of goodwill or reputation;
3. (c)Any tax liability, penalty, interest, surcharge, fine, or other financial consequence imposed by HMRC or any other tax authority;
4. (d)Any loss arising from reliance on any output, classification, or guidance generated by the Service;
5. (e)Any indirect, consequential, special, exemplary, or punitive loss or damage;
6. (f)Any loss arising from errors, omissions, or inaccuracies in AI-generated outputs;
7. (g)Any loss arising from outdated, incorrect, or misinterpreted HMRC guidance;
8. (h)Any loss arising from HMRC audits, compliance checks, investigations, assessments, or penalties;
9. (i)Any loss arising from interruption, suspension, or termination of the Service;
10. (j)Any loss arising from unauthorised access to your account or data, where you have failed to maintain the security of your account credentials.

Where liability cannot be excluded by law, our total aggregate liability to you in respect of any and all claims arising under or in connection with these Terms or the Service shall not exceed the total fees paid by you to Zody AI Ltd in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms shall limit or exclude liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law.

You agree that the limitations of liability set out in this clause are reasonable given the nature of the Service, the fact that the Service is not a regulated advisory service, and the subscription fees payable.

You agree to indemnify, defend, and hold harmless Zody AI Ltd, its directors, officers, employees, contractors, and agents from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. (a)Your use or misuse of the Service;
2. (b)Your breach of any provision of these Terms;
3. (c)Any false, fraudulent, or unlawful tax return, claim, or submission made using or informed by the Service;
4. (d)Any data you upload to the Service that infringes the rights of a third party or is processed without lawful authority;
5. (e)Any claim by HMRC or any regulatory authority arising from your tax affairs.

Access to the Service is provided on a subscription basis. Fees and billing terms are as set out on our pricing page and incorporated into these Terms by reference. Payment is processed through our third-party payment provider, Stripe. By subscribing, you agree to Stripe's terms of service.

All fees are exclusive of VAT, which will be charged where applicable.

Subscriptions automatically renew at the end of each billing period unless cancelled prior to renewal. No refunds are issued for partial billing periods except where required by applicable consumer protection law.

We reserve the right to suspend or terminate your account and access to the Service immediately and without notice if you breach these Terms, engage in fraudulent or unlawful conduct, or where we are required to do so by law.

Upon termination, your licence to use the Service ceases immediately. We may delete your data in accordance with our data retention policy as set out in our Privacy Policy.

We do not guarantee that the Service will be available at all times, uninterrupted, or error-free. The Service is provided on an "as is" and "as available" basis without warranty of any kind, express or implied.

We reserve the right to modify, suspend, or discontinue the Service or any part of it at any time with or without notice, and we shall not be liable to you or any third party for doing so.

We make no warranty that the Service will meet your requirements or that it will be fit for any particular purpose, including the purpose of making accurate expense assessments.

The Service integrates with or relies upon third-party services including but not limited to AI model providers, cloud infrastructure providers, payment processors, and authentication providers. We are not responsible for the availability, accuracy, or conduct of any third-party service.

Your use of third-party services integrated with Expenser may be subject to those third parties' own terms of service and privacy policies, for which Zody AI Ltd accepts no responsibility.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

Before commencing legal proceedings, you agree to contact us at legal@zodyai.com and attempt to resolve any dispute informally within 30 days.

Entire Agreement. These Terms, together with our Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Zody AI Ltd with respect to the Service and supersede all prior agreements, representations, and understandings.

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

Waiver. Our failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce it subsequently.

No Partnership. Nothing in these Terms creates a partnership, agency, employment, or joint venture relationship between you and Zody AI Ltd.

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

Force Majeure. Zody AI Ltd shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond our reasonable control.

Notices. Any notices to Zody AI Ltd under these Terms must be sent to legal@zodyai.com. Notices to you will be sent to the email address associated with your account.