Please read these Terms of Service and all other relevant documents that
form part of the agreement carefully.
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 “Application”).
These Terms of Service (the “Terms”) are made between (1) Ledgy and (2) the entity
that you represent (the “Customer”).
2 Our Agreement
These Terms, together with the order confirmation executed between the parties (if
applicable) (“Order Confirmation”), govern the access to, and use by, the Customer
(including all persons authorised by the Customer, each referred to as a “User”) of
the Services, Website and the Application.
You must, on behalf of the Customer, read, agree with, and accept all of the terms
and conditions contained or expressly referenced in these Terms before you, or any
other person related to the Customer, connects to the Application or accesses the
Services via the Website.
A binding agreement between Ledgy and the Customer (“Agreement”) will come
into effect when you confirm your acceptance by registering an account with Ledgy,
clicking “Accept” in Ledgy’s registration process, signing the Order Confirmation (if
applicable), signing any agreement referencing these Terms, or any amended
version of them, or using the Application or accessing the Services. The term
“signing” includes electronic signatures. All such actions will be considered
acceptance of the Agreement, and the date of such acceptance will be the
“Subscription Start Date” of the Agreement.
If you do not agree to these Terms or other provisions referred to within these
Terms, or if you are not authorised to enter into binding agreements on behalf of
the Customer, do not carry out any of the actions listed in the previous paragraph.
By doing, or permitting any other person do, any of these things on behalf of the
Customer, you confirm that you are authorised by the Customer to enter into
agreements on the Customer’s behalf.
This Agreement supersedes all prior or contemporaneous negotiations or
communications between Ledgy and the Customer regarding the Services,
Application and Website unless expressly agreed otherwise.
3 Our Services
3.1 Subscription Services
We offer the Services described on the Website and in the Order Confirmation (if
applicable). The subscription basis applicable to the Customer will be as set out in
the Customer’s account (accessible via the Website), and may include one or more
of the following:
- Free Services: A limited selection of the Services may be made available for
free (“Free Services”) as set out on the Website.
- Paid Subscription: The full range of Services based on the subscription
chosen will be accessible only where the Customer has made payment in
respect of a paid subscription (“Paid Subscription”), as set out in the Website
or the Order Confirmation (if applicable). The Website, or the Order
Confirmation (if applicable), will provide details of the Services available to
the Customer and subscription fees.
The Customer may choose to upgrade from a Free Services subscription to a Paid
Subscription at any time by contacting us directly and paying the applicable fees.
The Customer may downgrade from a Paid Subscription to a Free Services
subscription at any time by contacting us, however, no refund of subscription fees
will be payable.
3.2 Support and Training
We provide basic support and training as specified on the Website. Where we have
agreed to provide additional support or training services, these will be set out in the
Order Confirmation (if applicable).
3.3 Assisted Onboarding
Where noted on the Order Confirmation (if applicable), we will provide assisted
onboarding services, which may include importing the Customer’s relevant data
into the Application. To make use of this service, the Customer shall provide such
data in a form that we reasonably request.
Ledgy will use reasonable efforts to complete the assisted onboarding within 90
calendar days from the Subscription Start Date (“Onboarding Period”). Where the
Customer fails to respond to Ledgy’s requests or to provide the necessary
information or cooperation during the assisted onboarding process, we will
consider the assisted onboarding services to be complete at the end of the
We will notify the Customer when the assisted onboarding services are complete
and will include details of any discrepancies that we identify in the Data. The
Customer will review the Data and will notify us if it identifies any additional
discrepancies within 20 calendar days of receiving such notice (“Correction Period").
Where we receive no such notice the Data will be deemed to include no
Where the Customer provides us with corrected data within the Correction Period
(and notifies us of any additional discrepancies, if applicable), we may agree to
resolve any discrepancies, in our sole discretion.
3.4 Third-Party Services
We may facilitate optional integration of our Application with third-party services
(the "Third-Party Services"). Where the Customer wishes to use such Third-Party
Services, the Customer will enter into a separate agreement with the provider of
such Third-Party Services and is solely responsible for assessing appropriateness of
Third-Party Services for its purposes. Customer acknowledges it has sole
responsibility for, and assumes all risks arising from, Customer’s use of Third-Party
We have no control over, nor responsibility for, any Third-Party Services and we
expressly disclaim all liability for damages 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.
When Customer enables Third-Party Services, Customer instructs Ledgy to allow
the Third-Party Services access to the Data as required for the interoperation of
that Third-Party Service with the Application, which may include making changes or
additions to the Data. Customer acknowledges that Ledgy is not responsible for any
use, disclosure, modification or deletion of the Data that is transmitted to, or
accessed by, Third-Party Services, and that the handling of such Data within the
Third-Party Services will be exclusively governed by the separate terms and
agreements, if any, between Customer and such Third-Party Service.
4.1 Definition of Data
In these Terms the word “Data” means all data imported or entered into the
Application by the Customer, its Users, or by us or any other party on behalf of the
As between us and the Customer, the Data belongs to the Customer.
The Customer is responsible for verifying that the Data is accurate, complete and
up to date and Ledgy will have no liability for any inaccuracy or incompleteness.
4.4 Use by Ledgy
The Customer grants Ledgy a non-exclusive, worldwide, royalty-free licence to use,
copy, cache, store and display and reproduce the Data (including all intellectual
property rights in the Data) for the purposes of fulfilling its obligations under these
Notwithstanding anything else in these Terms or otherwise, Ledgy may collect, use
and disclose quantitative data derived from use of the Services for industry
analysis, benchmarking, analytics, marketing, and other business purposes in
support of the provision of the Services. Any such data will be in aggregate form
only and will not identify the personal data of any data subject.
The Customer may access the Data via the Application and may export the Data
from the Application in an industry-standard format, at any time throughout the
4.6 Export by Ledgy
Where the Customer is unable to export the Data during the subscription period
due to a fault in the Application or Services we will provide the Customer with an
export of the Data in an industry-standard format, within 30 calendar days of
receipt of a written request from the Customer, unless circumstances outside our
control make such an export impossible.
5 Intellectual Property Rights
All intellectual property rights in the Services, the Website, and the Application
belong to us or our licensors.
5.2 Use by Customer
Subject to payment of the fees (if applicable), the Customer may access and use the
Services, Application and Website, and may permit Users to access and use the
Application during the subscription period, subject to and in accordance with these
Unless specified otherwise, the rights provided under this clause are granted to the
Customer only and shall not be considered granted to any affiliate of the Customer.
Except for the right to access and use the Services, Application and Website, neither
the Customer nor the Users have any rights under these Terms. In particular, the
Customer shall not, and shall procure that Users do not, except as expressly
permitted in these Terms: (i) modify, translate, duplicate, create or attempt to
create derivative copies of or copy the Website or the Application in whole or in
part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object
code of the Application to source code form; (iii) distribute, assign, display, sell,
rent, lease, transfer, transmit, host, outsource, disclose, grant a security interest in,
commercially exploit or otherwise transfer the Application or the Customer’s right
to use the Application.
6 Service Levels
We will use reasonable efforts and take commercially reasonable measures to
ensure a monthly uptime percentage to you of at least 99.9% during the hours of
09:00 am to 06:00 pm in the Central European time zone from Monday to Friday,
excluding public holidays in Switzerland, the United Kingdom and Germany (the
“Service Level Objective” or “SLO”).
If Ledgy does not meet the SLO for three consecutive months, and if you meet your
obligations under this Agreement, you will be eligible to terminate your Agreement
with Ledgy with immediate effect. This is your sole and exclusive remedy for any
failure by Ledgy to meet the SLO.
We will use reasonable efforts to provide at least 5 calendar days’ notice of any
planned maintenance affecting the availability of the Application; and as much
notice as possible of any unplanned maintenance affecting the availability of the
6.3 Error Correction
In the event that the Services are unavailable or otherwise not functioning correctly,
the Customer shall report the issue to firstname.lastname@example.org, providing as much
information as possible in relation to the issue. We will use all reasonable efforts to
resolve issues with the Services without undue delay of receiving this report.
This Service Levels section does not apply to any: (a) features or Services that are
excluded, as set out in the Order Confirmation (if applicable), (b) errors: (i) caused
by factors outside our reasonable control; (ii) that result from any fault or
interaction with software or hardware of the Customer or any third party; (iii)
caused in whole or in part by operator error or omission, or by any breach of the
Agreement by the Customer or any User.
We have implemented strict security measures, including encryption during
transmission of Data and regular backups, to secure our Application 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:
The Customer shall promptly notify us if it suspects or uncovers any breach of
security in connection with the provision or receipt of the Services, and both parties
shall use all commercially reasonable efforts to promptly remedy such breach.
8 Privacy and Data Protection
Where we process personal data on the Customer’s behalf as a data processor (for
example, where the Customer or any end User uploads personal information
directly into the Application) our Data Processing Addendum will apply.
Where we act as a controller (for example, User profile information and usage data
how we use it, the legal basis for processing, and the data subjects’ rights.
9 Customer Obligations
9.1 Compliance with Laws
The Customer will comply with all relevant legislation, regulations and other legal
obligations in connection with its use of the Services and provision and use of the
Data. The Customer will ensure that none of the Data is obscene, defamatory,
libelous or slanderous. The Customer and will not use the Services for any illegal or
unauthorized purpose, including to infringe the intellectual property rights or other
similar rights of any person, nor to cause injury to, invade the privacy of or
otherwise violate other rights of any person. Ledgy reserves the right, without
liability or prejudice to its other rights to the Customer, to disable the Customer's or
end User’s access to the Services and the Application and remove any Data or other
material that breaches the provisions of this clause.
The Customer shall not, and shall not attempt to access all or any part of the
Services and the Application in order to build a product or service which competes
with the Services and, or the Application. The Customer shall not access the
Services and the Application for the purposes of monitoring the availability,
performance or functionality, or for any other benchmarking or competitive
9.3 Protection of Login Credentials
The Customer shall ensure that only one User uses or accesses the Application
through each login. The Customer will require Users to take all reasonable steps to
protect and secure their login details from unauthorized use and disclosure. The
Customer will notify us immediately if the Customer or any User becomes aware of
or believes there has been or is likely to be, any breach of security in connection
with our Website, Application or Services.
9.4 Viruses and Vulnerabilities
The Customer shall not, and shall ensure that its Users shall not introduce into the
Application or Services, or make the Application or Services susceptible to, any
Virus or Vulnerability. In this section (i) a “Virus” is any thing or device (including any
software, code, file or programme) which may: prevent, impair or otherwise
adversely affect the operation of any computer software, hardware or network, any
telecommunications service, equipment or network or any other service or device;
prevent, impair or otherwise adversely affect access to or the operation of any
programme or data, including the reliability of any programme or data (whether by
re-arranging, altering or erasing the programme or data in whole or part or
otherwise); or adversely affect the User experience, including worms, trojan horses,
viruses and other similar things or devices; and (ii) a “Vulnerability” is a weakness in
the computational logic (for example, code) found in software and hardware
components that when exploited, results in a negative impact to the confidentiality,
integrity, or availability.
9.5 Responsibility for Access
The Customer is responsible and liable for all access to and use of the Services via
its Users’ login credentials, whether authorised by the Customer or any User or not.
We will not be responsible for any loss or damages the Customer may suffer or
incur arising out of or in relation to any unauthorised access to the Services, save to
the extent such unauthorised access is a direct result of our wilful default or a
breach by us of our obligations under the Agreement.
We will not be liable for any delay or failure to perform our obligations that arise as
a result of a failure by the Customer to comply with its obligations under the
9.6 Electronic Signatures
When executing documents using the e-signature tools set forth in the Application,
Customer consents to User’s electronically signing such documents, and agrees
that an electronic signature is the legal equivalent of a manual or handwritten
signature. Customer further acknowledges and agrees that it is their responsibility
to verify the validity, enforceability and admissibility of the e-signature in their
10 Duration and Termination
10.1 Duration and Renewal
In respect of Paid Subscriptions, this Agreement will commence on the Subscription
Start Date and will remain in effect for the subscription period purchased. On
expiry of the subscription period, unless either party has provided written
termination notice to the other not less than 30 calendar days in advance of such
date, a new subscription period of the same duration will automatically renew.
In respect of Free Services, this Agreement will commence on the Subscription Start
Date and will remain in place until the Customer deletes their account in the
10.2 Termination for cause
Either party (the “Terminating Party”) may terminate the Agreement with immediate
effect by written notice to the other party (the “Defaulting Party”) on or at any time
after the occurrence of a material breach by the other Party of any of its obligations
which (if the breach is capable of remedy) the Defaulting Party has failed to remedy
within 30 calendar days of notice in writing from the Terminating Party requiring
the Defaulting Party to do so. For the avoidance of doubt, failure to pay the fees
shall be a material breach.
The Customer may also terminate the Agreement as set out in section 11.
We may suspend the Customer’s use of the Services or terminate the Agreement
where we reasonably believe that this is necessary to protect our business or that
of our other customers, users or third parties, for example, where the Customer or
a User is using the Services in a manner that poses a security risk, may impact the
operations of our systems or delivery of the Services infringes a third party’s
intellectual property rights or other rights and interests, could subject us or a third
party to a substantial liability or where an invoice remains overdue for more than
14 calendar days. We may also suspend provision of the Services or terminate the
Agreement if we are required to do so to comply with the law or requests from
public authorities. Where possible, we will notify the Customer in advance of any
Where the Services are suspended but the Agreement remains in force, the
Customer is liable for all fees and charges incurred during any period of
10.4 Consequences of Termination
The Customer will remain responsible for all subscription fees incurred up to and
including the date of termination or expiry. The Customer shall not be entitled to
receive a refund of any subscription fees paid in advance, including in the event of
termination for cause.
In respect of Paid Subscriptions, upon termination or expiry, Customer may either
actively delete all the Data from the Application or retain the Data within the Free
Services plan, subject to terms of service available on our Website.
In respect of the Free Services plan, we reserve the right to delete the Customer, if
the Customer does not actively use the Free Services for a certain period of time, in
which case the Agreement will automatically terminate.
11 Changes to the Services and Terms
11.1 Changes to the Services
We have the right to make changes to the functionality of the Services, Application
and Website from time to time in our sole discretion, including where we consider
this necessary: (a) to address the needs of our customers and/or users; or (b) to
comply with any applicable laws. Where we determine that such change in
functionality is material, we will provide the Customer not less than 30 calendar
days written notice including a description of the change, unless impossible. The
Customer may terminate the Agreement on written notice at any time within this
30-calendar day notice period. This termination right is your sole and exclusive
remedy if you object to any changes to the Services.
11.2 Changes to the Terms
We may also amend these Terms from time to time, where we believe that it is
necessary or desirable to do so. We will give the Customer not less than 14 calendar
days’ written notice of the change, except where impossible. Where we determine
that such change is material, the Customer may terminate the Agreement on
written notice at any time within 14-calendar days upon notice. For Paid
Subscriptions, you may choose to continue under the previous terms until your
next purchased renewal, at which point the amended terms will take effect.
12 Payment for Paid Subscription
We calculate and invoice fees and charges in accordance with the Website, or the
Order Confirmation (if applicable). All prices are exclusive of VAT unless explicitly
The Customer shall pay all fees and charges without set-off or counterclaim, and
without any deduction or withholding, and according to the payment methods and
conditions specified on each invoice.
Where payment of an invoice is overdue by more than 14 calendar days, we may
charge interest according to Swiss law of 5% and may suspend the Services and all
access to the Application until such time as the invoice has been paid in full.
Unless otherwise provided by law, or expressly agreed in writing with us, all
payments are non-refundable. The Customer must notify Ledgy in writing within 30
calendar days of any charge that the Customer believes has been invoiced in error.
We may update the fees and charges for some or all of the Services at any time in
our discretion. Where we publish updated fees and charges on the Website, such
updated fees will apply to the Customer from the date that the Customer’s
subscription period next renews. Where we deem it necessary, we may update the
fees at any other time by written notification to the Customer at least 30 calendar
days in advance. In such event, the Customer may terminate the Agreement at any
time during such notice period and receive a refund of any fees paid in advance in
respect of any period that would fall after the date of termination, calculated pro
13 Limitation of Liabilities
Nothing in these Terms, the Order Confirmation (if applicable) or any other
document incorporated by reference shall be deemed to exclude, restrict or limit
liability of either party (or their respective agents or sub-contractors) for (i) death or
personal injury resulting from their negligence (ii) fraud or fraudulent
misrepresentation, (iii) wilful misconduct or gross negligence, or (iv) for any other
losses or damages which cannot be excluded or limited by applicable law. Neither
the Customer’s obligation to pay the fees properly due and payable nor any claims
against the Customer for infringement of our intellectual property (including,
without limitation, copyrights in the software), shall be limited by this section 13.
Subject to the first paragraph of this section, the maximum aggregate liability of
either party (including its respective agents and sub-contractors) under, arising
from or in connection with the Agreement, whether arising in contract, tort
(including negligence) or otherwise, shall not exceed in aggregate: (i) the fees paid
by the Customer to us in the twelve months prior to the date of the claim (or the
earliest claim, where there is more than one); or (ii) where the Customer has paid
no fees during the period described in point (i) EUR 100.
Subject to the first paragraph of this section, in no event shall either party be liable
for (i) any loss of profits, loss of data, loss of business or business benefit, or the
cost of procurement of substitute products or services by the Customer, business
interruption, loss of management time, loss of use, loss of contracts, loss of
opportunity, loss of goodwill (whether direct or indirect); or (ii) any special, indirect,
incidental or consequential losses or punitive damages of any nature whatsoever;
in each case, whether or not caused by or resulting from its negligence or a breach
of its statutory duties or a breach of its obligations hereunder, howsoever caused
even if it is advised of the possibility of such loss.
Subject to the first paragraph of this section, to the maximum extent permitted by
applicable law, we shall not be liable for any loss, injury, expenses, costs or damage
caused in whole or part by, or resulting from (i) any failure, delay, interruption or
otherwise of the provision of the Services; or (ii) the Customer’s actions taken as a
result of the use of or reliance on the Services.
The parties accept that the limitations and exclusions set out in these Terms are
reasonable having regard to all the circumstances.
Each party hereunder (the “Indemnifying Party”) shall defend the other (the
“Indemnified Party”) against any and all liabilities, costs, expenses, damages and
losses suffered or incurred or paid by the Indemnified Party arising out of or in
connection with any claim brought against the Indemnified Party for actual or
alleged infringement of a third party's intellectual property rights in any jurisdiction
in connection with the use of the Indemnifying Party’s intellectual property rights
pursuant to the Agreement.
The protection afforded to the Indemnified Party under the above paragraph is
conditional upon the Indemnified Party complying with the following obligations.
The Indemnified Party shall: (i) notify the Indemnifying Party in writing of any claim
against it in respect of which it wishes to rely on the indemnity (“IPR Claim”); (ii)
allow the Indemnifying Party, at its own cost, to conduct all negotiations and
proceedings and to settle the IPR Claim, always provided that the indemnifying
party shall obtain the Indemnified Party's prior approval of any settlement terms,
such approval not to be unreasonably withheld; (iii) provide the Indemnifying Party
with such reasonable assistance regarding the IPRs Claim as is required by the
Indemnifying Party, subject to reimbursement by the Indemnifying Party of the
Indemnified Party's costs so incurred; and (iv) not, without prior consultation with
the Indemnifying Party, make any admission relating to the IPRs Claim or attempt
to settle it, provided that the Indemnifying Party considers and defends any IPRs
Claim diligently, using competent counsel and in such a way as not to bring the
reputation of the Indemnified Party into disrepute.
In the defense or settlement of any IPR Claim, the Indemnifying Party may procure
the right for the Indemnified Party to continue using the relevant intellectual
property rights, replace or modify it without a reduction or alteration in
functionality so that they become non-infringing.
In no event shall we be liable to the Customer under the above indemnity to the
extent that the alleged infringement is based on: (i) a breach by the Customer or
any User of the Agreement; or (ii) the use of the Services or Application after the
Customer has been given notice of the alleged or actual infringement.
15 Warranties and Disclaimers
We warrant that the Services will be provided with reasonable skill and care in a
manner consistent with generally accepted standards for identical or similar
services and that the Application will perform materially in accordance with the
description provided on the Website, subject to section 6. However, we make no
warranty regarding the accuracy, timeliness, correctness, reliability, or
completeness of the Services, nor do we warrant that the availability, use or
function of the Services or Third-Party Services will be uninterrupted, free of
harmful components, or error-free.
The Services are intended for information purposes only without regard to any
particular entity’s investment objectives, financial situation, or means, and we are
not promoting, soliciting or recommending any action based upon the Services.
This material is not to be construed as a recommendation; or an offer to buy or sell;
or the solicitation of an offer to buy or sell any security, financial product, or
instrument. Investments made in unlisted companies give rise to substantial risk
and are not suitable for all investors, and the Customer and its Users should not
enter into any transactions unless they have fully understood all such risks and
have independently determined that such transactions are appropriate.
The Customer and its Users should not construe any of the material contained
herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or
accounting advice. We take no responsibility for the actions or omissions made on
the basis of the information accessed via the Services.
Except as expressly set forth herein, we make no warranties of any kind, express or
implied, guarantees or conditions with respect to the Customer’s or any User’s use
of the Services, including without limitation any warranty of merchantability, fitness
for a particular purpose, title, satisfactory quality, quiet enjoyment or non-
infringement. The Application and the Services are strictly provided on an “as is”
basis. Ledgy shall have no responsibility for determining that Customer’s proposed
use of the Services complies with applicable laws and regulations in Customer’s
The Website and Application may contain links to other websites governed by
will not be liable for any loss or damage that may arise from the Customer’s or any
User’s access to or use of such websites.
Each party (the "Receiving Party") shall use its reasonable endeavours to keep
confidential the provisions of the Agreement, including pricing and other terms
reflected in the Order Confirmation (if applicable), and all information and
documentation disclosed by the other party (the "Disclosing Party"), before or after
the date of the Agreement, to the Receiving Party or of which the Receiving Party
becomes aware, which in each case relates to any software, operations, products,
processes, dealings, trade secrets or the business of the Disclosing Party (including
without limitation all associated software, specifications, designs and graphics as
well as all information provided by Customer and its Users through their use of the
Services and all information provided by us or obtained by the Customer in
connection with an audit, or which is identified by the Disclosing Party as
confidential (the “Confidential Information”)). Neither party will use any Confidential
Information for any purpose other than the performance of its obligations under
the Agreement. The Receiving Party shall not disclose Confidential Information to
any third party without the prior written consent of the Disclosing Party.
During the term of the Agreement the Receiving Party may disclose the Confidential
Information to its employees and sub-contractors (any such person being referred
to in this section 16 as the "Recipient") to the extent that it is reasonably necessary
for the purposes of the Agreement. The Receiving Party shall procure that each
Recipient is made aware of and complies with all the Receiving Party’s obligations of
confidentiality under the Agreement as if the Recipient was a party to the
The obligations contained in this section 16 shall not apply to any Confidential
a) is or becomes generally available to the public other than through breach of
these Terms by the Receiving Party or any Recipient;
b) was or is furnished to the Receiving Party or any Recipient without restriction
by a third party having no legal or contractual obligation of confidentiality to
the Disclosing Party;
c) required to be disclosed by the Receiving Party by law, by a court or other
authority of competent jurisdiction, or any governmental or regulatory
requirements of any stock exchange, provided that the Receiving Party shall
give the Disclosing Party as much notice as reasonably practicable of the
requirement for such disclosure;
d) was already in the possession of the Receiving Party or any Recipient prior to
the disclosure by the Disclosing Party; or
e) is independently developed by the Receiving Party without reliance upon any
All tangible forms of Confidential Information, including, without limitation, all
summaries, copies, excerpts of any Confidential Information whether prepared by
the Disclosing Party or not, shall be the sole property of the Disclosing Party, and
shall be immediately returned by the Receiving Party to the Disclosing Party or
destroyed upon the Disclosing Party’s written request or the termination of the
Agreement (whichever is earlier). The Receiving Party shall not copy, reproduce,
publish or distribute in whole or in part any Confidential Information without the
prior written consent of the Disclosing Party. The Receiving Party may keep any
Confidential Information to the extent needed to comply with any applicable laws,
professional standards, or any internal document retention or backup and disaster
recovery policies or procedures.
17 Force Majeure
Neither party is responsible for failure to fulfil its obligations herein, except for any
payment obligations, due to causes beyond its reasonable control that directly or
indirectly delay or prevent its timely performance herein, if such delay or failure
results from events, beyond its reasonable control, including, but not limited to,
war, riots, terrorism, insurrection, strike, fire, natural disasters, currency
restrictions, import or export restrictions, interruption of traffic, 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, long-term illness or death of key staff, 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, partners and affiliates.
If a force majeure event continues for a period of at least 30 calendar days, either
party may terminate this Agreement upon written notice to the other party without
liability for such termination, except for any obligations accrued prior to the force
18 Contact and Notice
All notices made in connection with the Agreement must be in the English language,
and delivered as follows:
- Notices provided by the Customer to Ledgy: by email to email@example.com,
which will be deemed received at the time of transmission. If the email is
sent outside of Ledgy’s business hours, which are from 09:00 am to 06:00 pm
Central European time zone Monday to Friday, excluding public holidays in
Switzerland, the United Kingdom and Germany (“Business Hours”), the notice
will be deemed received as soon as Business Hours resume following
- Notices provided by Ledgy to the Customer: by email to the email address
associated with the Customer’s registered account. The notice will be
deemed received at the time of transmission or, where sent outside Business
Hours, as soon as Business Hours resume following transmission. It is the
Customer’s responsibility to keep this email address up to date.
19 Law and Jurisdiction
These Terms and any dispute arising out of them will be governed by Swiss law
without regard to its rules regarding conflicts of laws. The provisions of the United
Nations Convention on the International Sale of Goods shall not apply to this
Any dispute or claim arising out of or in connection with this Agreement (including
non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of
the courts of the City of Zurich, Switzerland.
20 Publicity and Marketing
The Customer agrees that we may refer to the Customer as a customer on our
website, Customer lists, and in any of our marketing material (including
reproducing the Customer’s logo for such purpose) and may refer to the type of
services that we have provided to the Customer.
The Customer agrees that we may (subject to prior Customer approval) write,
publish and circulate a Customer story describing the Customer’s experience using
the product (for use as a marketing tool).
The Customer further grants Ledgy a non-exclusive license to use Customer
trademarks for the purpose of referring to Customer within the user interface for
21.1 Entire Agreement
The Agreement constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether written or
oral, relating to its subject matter. Each party agrees that it shall have no remedies
in respect of any statement, representation, assurance or warranty (whether made
innocently or negligently) that is not set out in the Agreement. Each party agrees
that it shall have no claim for innocent misrepresentation or negligent
misstatement based on any statement in the Agreement.
If any part of any provision of the Agreement shall be invalid or unenforceable, then
the remainder of such provision and all other provisions of the Agreement shall
remain valid and enforceable. The parties hereby agree to interpret the remainder
of the Agreement in the spirit of the provisions rendered invalid or unenforceable,
to the maximum extent permitted by law.
21.3 No Waiver
No delay in exercising or non-exercise by either party of any of its rights under or in
connection with these Terms shall operate as a waiver or release of that right.
Rather, any such waiver or release must be specifically granted in writing signed by
the party granting it.
21.4 No Partnership or Agency
Nothing in these Terms or any document referred to in it or any arrangement
contemplated by it shall be construed as creating a partnership, joint venture
relationship or agency relationship between the parties for any purpose
whatsoever and neither party shall have the power or authority to bind the other
party or impose any obligations on it to the benefit of any third party.
21.5 Third Party Rights
The parties do not intend any of these Terms to be enforceable by any party that is
not a party to the Agreement.
The Customer may not assign any of its rights under these Terms without our prior
Last updated: October 23, 2023.