Intermediate Customer Terms
1. Parties and Scope
1.1 Ledgy AG, a stock corporation formed under the laws of Switzerland, with company number CHE‑261.454.963 (“Ledgy”, “we”, “our” or “us”), is the provider of the equity management software and related services (the “Services”) made available on ledgy.com (the “Website”) and app.ledgy.com (the “Platform”).
1.2 These Intermediate Customer terms (“Terms”) apply to you as a corporate customer (“you” or “Intermediate Customer”) of a trustee / reseller / administrator or similar entity which has contracted with Ledgy for the provision of Ledgy’s SaaS platform to manage your internal equity or remuneration plans (the trustee / reseller / administrator or similar is referred to herein as Ledgy’s “Customer”).
1.3 The relationship between Ledgy and the Customer is governed by the Ledgy Terms of Service, or an agreed variation thereof, available at https://ledgy.com/legal/terms-of-service (“Ledgy Terms of Service”) together with the Data Processing Addendum (“DPA”) available at https://ledgy.com/legal/data-process-addendum.
1.4 The relationship between Ledgy and your stakeholders (who can also access the Ledgy Platform in order to view and make decisions in relation to their equity holdings) (“End User”) is governed by the Ledgy End User License Agreement available at https://ledgy.com/legal/eula (“EULA”).
1.5 These Terms govern the relationship between Ledgy and you as the Intermediate Customer, including all persons authorised by you (each referred to as an “Intermediate Customer User”) of the Services, Website and by you or any of your Intermediate Customer Users using the Ledgy Services, you confirm your agreement to them.
2. Services and Access to Services
2.1 Ledgy offers access to the Platform and Services to the Intermediate Customer via the Intermediate Customer Users. Each Intermediate Customer User must register an account with Ledgy to access and use all or part of the Services (“Intermediate Customer Account”).
2.2 Ledgy grants the Intermediate Customer (and each Intermediate Customer User) a limited, non-exclusive, revocable, non-transferable or sub-licensable license to use the Intermediate Customer Account in order to access and use the Services for the subscription period agreed between Ledgy and the Customer in accordance with these Terms and solely for the purposes of the Intermediate Customer’s internal business operations.
2.3 Intermediate Customer Users are responsible for maintaining the confidentiality and security of their information and their access credentials. The Intermediate Customer User is responsible and liable for activities conducted via the Services, and neither Ledgy nor the Customer is responsible for unauthorised access to the Intermediate Customer Account.
2.4 Intermediate Customer User must immediately notify Ledgy via the Customer if there is any suspicion that their credentials have been lost, stolen, or their information is otherwise compromised. Intermediate Customer User may not share their access credentials with any other person.
2.5 You may contact us for support via the Customer messaging function in the Platform. If we need to contact you, we will do so by writing to you via the Customer at the email address provided by one of your Intermediate Customer Users when registering their account on the Platform or notified to us later. Please ensure that the applicable contact details are always up to date.
3. Third Party Services
3.1 The Intermediate Customer acknowledges that:
(a) Ledgy may offer the Customer, Intermediate Customer and/or the End User access to third party services via the Platform or in connection with the Services (“Third Party Services”). The Platform serves as a mere communication tool in this respect.
(b) Third party providers may provide, amongst other things, fiduciary, trustee and/or broker services and related services. In such a case, the Customer, Intermediate Customer and/or End User shall enter into a separate agreement with the third party provider for the provision of the Third Party Services.
(c) Ledgy is not part of the contractual relationship between the third party provider and the Customer, Intermediate Customer and/or End User and assumes no liability in respect of the Third Party Services. Ledgy has no control over, nor responsibility for, any Third Party Services and we expressly disclaim all liability for loss or damage arising out of or in connection with such Third-Party Services, including continued availability as well as any inability to integrate, or cessation of any integration, with them.
(d) Where the Customer enables a Third Party Service integration, the third party provider may have access to the Intermediate Customer’s data on the Ledgy Platform and may have the ability to make changes or additions to this data on accordance with the applicable Third Party terms. Ledgy is not responsible for any use, disclosure, modification or deletion of data that is transmitted to, or accessed by, third party providers.
4. Ledgy Rights and Obligations
4.1 Ledgy:
(a) shall make the Services available to Intermediate Customer and use reasonable care and skill in the performance of the Services and in keeping the Services free from viruses and other malicious software programs;
(b) shall carry out reasonable maintenance and/or improvements to the Services and their infrastructure, but do not guarantee that the Services will function without interruption or disruption. Intermediate Customer acknowledges that this may result in temporary delays and interruptions from time to time;
(c) may sub-contract any or part of its obligations under these Terms or in respect of the provision of the Services to third parties in accordance with the Ledgy Terms of Service.
4.2 Ledgy reserves a right to ask Intermediate Customer Users to provide feedback through forms, questionnaires, and polls in order to improve the Services ("Feedback"). Ledgy may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to Intermediate Customer. Intermediate Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to Ledgy and acknowledges it has no claim in relation to the Feedback, regardless if the Feedback was provided voluntarily or following Ledgy's request for Feedback.
5. Intermediate Customer Rights and Obligations
5.1 Intermediate Customer is responsible and liable for the acts and omissions of all Intermediate Customer Users.
5.2 Intermediate Customer acknowledges and agrees that it (and its Intermediate Customer Users):
(a) shall not modify, adapt, translate, reverse engineer, decompile, or disassemble the Services;
(b) shall not sell, sublicense, lease, or distribute the Services to third parties;
(c) shall not use the Services for any unlawful, illegal, or unauthorised purpose or to share inappropriate content or material;
(d) shall not use the Services to send spam such as unwanted or unsolicited bulk emails or messages;
(e) shall not transfer its access rights to any other individual or entity;
(f) shall not use the Services to store or process any data not related to their internal equity management programmes;
(g) shall not introduce or attempt to introduce any virus or other malicious or damaging software to the Services;
(h) will ensure that any data or content they register, upload, share or make public via the Services (“Content”) and their usage of the Content or Services will not violate applicable law. Intermediate Customer is solely responsible for the maintenance and use of Content in the context of the Services;
(i) consent to Intermediate Customer Users and End Users electronically signing documents generated through the Platform by entering their electronic signature therein, and agrees that an electronic signature is the legal equivalent of a manual or handwritten signature; and
(k) shall comply with all relevant legislation, regulations and other legal obligations in connection with its use of the Services.
5.3 Ledgy reserves the right, without liability, to disable Intermediate Customer’s access to the Services and remove any data or other material that breaches the provisions of this clause, or in the event that:
(a) Intermediate Customer (or Intermediate Customer Users) breach any other provision of these Terms in a material way;
(b) Intermediate Customer (or Intermediate Customer Users) provide false information to us;
(c) we have good reason to believe this is necessary for security reasons; and/or
(d) we reasonably believe it is necessary to comply with any law, regulation, guidance, court order or instructions of any regulator or government authority.
6. Data
6.1 In these Terms the word “Data” means all data imported or entered into the Platform by the Customer, the Intermediate Customer, the End Users, or by us or any other party on behalf of the Customer.
6.2 Ledgy treats all Data as belonging to the Customer and Customer has provided a license to Ledgy to use the Data for the purposes of fulfilling its obligations under the Ledgy Terms of Service. Ledgy is not a party to any trustee or administration agreement between Customer and Intermediate Customer.
6.3 Intermediate Customer acknowledges and agrees that:
(a) Ledgy is not responsible for verifying that the Data is accurate, complete and/or up to date and Ledgy will have no liability for any inaccuracy or incompleteness; and
(b) Ledgy has the right to collect, use and disclose ‘Derived Data’ (as defined in the Ledgy Terms of Service) in accordance with the Ledgy Terms of Service.
7. Intellectual Property Rights
7.1 All intellectual property rights in the Services, the Website, and the Platform belong to us or our licensors.
7.2 For the purposes of provision of the Services, all intellectual property rights in the Data are deemed by Ledgy to be vested in the Customer.
7.3 Subject to payment of applicable fees by Customer to Ledgy in accordance with the Ledgy Terms of Service, Intermediate Customer may access and use the Services, and may permit Intermediate Customer Users and End Users to access and use the Services during the subscription period, subject to and in accordance with the Ledgy Terms of Service and these Terms.
8. Security
8.1 Ledgy has implemented strict security measures, including encryption during transmission of Data and regular backups, to secure our Platform and the Data against accidental loss, theft, or unauthorized access or disclosure. Further details about the steps we take to protect the Data and our Application can be found at: https://ledgy.com/trust-center.
8.2 Intermediate Customer shall promptly notify us via the Customer if it suspects or uncovers any breach of security in connection with the provision or receipt of the Services, and all parties shall use all commercially reasonable efforts to promptly remedy such breach.
9. Privacy and Data Protection
9.1 Where the Customer uploads, or instructs Ledgy to upload, personal information of End Users into the Platform, Ledgy treats the Customer as the Data Controller and Ledgy acts as the Data Processor within the meaning of the GDPR, UK GDPR and applicable Swiss data protection laws. This processing is governed by the DPA.
9.2 Ledgy acts as a Data Controller in certain circumstances as set out in our Privacy Policy, available at https://ledgy.com/legal/privacy-policy. For example, in respect of End User profile data uploaded by End User directly into the Platform and in respect of usage data tracked on our Website. Our Privacy Policy describes the type of Data we collect, how we use it, the legal basis for processing and the data subjects’ rights.
9.3 For the avoidance of doubt, notwithstanding any use of the Services by Intermediate Customer, Ledgy does not act as a Data Processor on behalf of Intermediate Customer; only on behalf of Customer.
10. Fees and Charges
10.1 Access to the Platform is provided to Intermediate Customer and Intermediate Customer Users free of charge. Fees are charged by Ledgy to the Customer and (where applicable) to End Users only in accordance with the Ledgy Terms of Service and EULA (respectively).
11. Duration and Termination
11.1 Intermediate Customer (and any Intermediate Customer User) may deactivate their account on Ledgy at any time.
11.2 Ledgy may terminate access to Intermediate Customer account and the Platform generally at any time without liability if Ledgy reasonably suspects or determines that you have seriously violated these Terms or if your access is revoked by the Customer.
11.4 For the avoidance of doubt, deactivation of an Intermediate Customer or Intermediate Customer User account will not deactivate the Customer’s account on Ledgy or an End User’s account on Ledgy, where the processing of applicable Data is governed by the Ledgy Terms of Service and the EULA (respectively).
11.4 If Ledgy’s relationship with the Customer terminates for any reason, Intermediate Customer’s access to their account on Ledgy shall also terminate.
11.5 Termination does not affect any rights, obligations or liabilities of either party that have accrued before or are intended to stay effective beyond termination.
12. Liability
12.1 Nothing in these Terms shall exclude or limit our liability for death or personal injury caused by our negligence, our liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.
12.2 Subject to clause 12.1, Ledgy shall have no liability to you pursuant to these Terms, or otherwise. Ledgy’s liability in respect of the Services is governed solely by the Ledgy Terms of Service with the Customer and/or the EULA with End Users (respectively).
12.3 For the avoidance of doubt, all Data available on the Platform is made available to Ledgy by the Customer and the Intermediate Customer does not have any rights exercisable directly against Ledgy with regard to such Data.
13. Disclaimers
13.1 Ledgy takes no responsibility for the actions or omissions which you or your Intermediate Customer Users take on the basis of the information on the Platform or within the Services.
13.2 Ledgy does not provide advice in relation to equity plans and you should not construe any of the material contained on the Platform or within the Services as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice under any circumstances.
13.3 You acknowledge that the Services are provided "as is" and "as available", and Ledgy makes no warranties or representations of any kind related to the Services.
13.4 Ledgy does not guarantee that the Services are error-free and will function without any interruption or disruption. Ledgy may, at its own discretion, carry out maintenance or improvements to the Services and its infrastructure, and you acknowledge that this may result in temporary delays and interruptions from time to time. Where reasonably possible, Ledgy will inform you via the Customer about potential interruptions in advance.
14. Law and Jurisdiction
14.1 These Terms and any dispute arising out of them will be governed by English law.
14.2 Any dispute or claim arising out of or in connection with these Terms (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
15. Miscellaneous
15.1 Changes to these Terms: Ledgy may, from time to time and in its sole discretion, amend these Terms without prior notice to you. Any changes will be published online and be effective upon publication. You should check these Terms regularly and only use the Services upon acceptance of any changes to these Terms. Yours and your Intermediate Customer Users’ continued use of the Services following any amendments indicates your acceptance of any changes to these Terms. In case of substantial changes to these Terms, we will, if possible, notify you via the Customer directly and ahead of the changes taking effect and we will also facilitate your re-confirmation of consent to these Terms.
15.2 Changes to the Services: Ledgy may, from time to time and in its sole discretion, modify or discontinue any part of all of the Services the subject of these Terms at any time without cause, prior notice or liability.
15.3 Notices: Notices must be given in writing, including electronic text, and need to be communicated:
- For Ledgy's attention: via email to: your Customer support email;
- For your attention: via email to at least one email address registered by an Intermediate Customer User on the Platform.
15.4 Force Majeure: Ledgy will not be liable for any failure to fulfil its obligations under these Terms due to causes beyond its reasonable control that directly or indirectly delay or prevent its timely performance including, but not limited to, war, riots, terrorism, insurrection, strike, fire, natural disasters, currency restrictions, import or export restrictions, power outages or interruption or failure of energy supply or other utilities, public data systems and communication systems, internet or telecommunications service provider failures or delays, epidemic, pandemic or other outbreak of infectious diseases or other public health crisis (and any government response to them, including quarantine or other employee restrictions), and occurrence of force majeure at subcontractors.
15.5 No Assignment: You may not assign, transfer, subcontract or encumber any of your rights, obligations, or claims under these Terms without the consent of Ledgy.
15.6 Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.
15.7 Relationship of the parties: The parties are independent and are not partners principal and agent, employer or employee, or in any other relationship of trust to each other.
15.8 Third party rights: These Terms are not intended to and do not give any person who is not a party to them any right to enforce any of their provisions.
15.9 No waiver: If you breach these Terms and we take no action, we will still be entitled to use our rights and remedies in other situations where you breach these Terms.
15.10: Links: The Services may contain third party content or links to third party websites. Ledgy does not assume any responsibility for and does not make any warranties or representations as to any third party content or websites, including but not limited to the accuracy, subject matter, quality or timeliness of the same.
15.11 Entire agreement: These Terms contain the whole agreement between you and us relating to the Platform and our Services and supersede any prior agreements, representations or understandings between us unless expressly incorporated by reference in these Terms. Each party acknowledges that it has not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in these Terms.