Terms of service

Date updated: June 9th, 2025

Version number: 4.0

Please read these Terms of Service and all other relevant documents that form part of the agreement carefully.

1 Parties

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”, as further described in clause 3) made available on ledgy.com (the “Website”) and app.ledgy.com (the “Application”).

1.2 These Terms of Service (the “Terms”) are made between (1) Ledgy and (2) the entity that you represent (the “Customer”).

1.3 The Customer will make the Application available to its stakeholders (“End Users”), whose use of the Application is subject to the End User terms (“End User Terms”).

2 Our Agreement

2.1 These Terms, together with the order confirmation executed between the parties (if applicable) (“Order Confirmation”) and any additional schedules or documents agreed between the parties (together comprising the “Agreement”), govern the access to, and use by, the Customer (including all persons authorised by the Customer, each referred to as a “Company User”) of the Services, Website and the Application.

2.3 A binding Agreement between Ledgy and the Customer 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.

2.4 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.

2.5 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 Provision of 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 on 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.

3.2 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.

3.3 Subject to the terms of this Agreement, Ledgy hereby grants to the Customer a non-exclusive, non-transferable, non-sub licensable right for the Customer, the Company Users and the Customer’s End Users to access and use the Services during the subscription period in accordance with this Agreement and solely for the purposes of the Customer’s internal business operations.

3.4 Support and Training

We provide basic support and training (“Support and Training Services”) 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).

3.5 End-to-End Onboarding

3.5.1 Where noted on the Order Confirmation (if applicable), we will provide end-to-end onboarding services, which may include importing the Customer’s relevant Data (as defined below) into the Application (“End-to-End Onboarding Services”). To make use of this service, the Customer shall provide such data in a form that we reasonably request.

3.5.2 We will use commercially reasonable endeavours to complete the End-to-End Onboarding Services 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 end-to-end onboarding process, we will consider the end-to-end onboarding services to be complete at the end of the Onboarding Period.

3.5.3 We will notify the Customer when the End-to-End 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").

3.5.4 Where we receive no such notice during the Correction Period, the data will be deemed to include no discrepancies.

3.5.5 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.

3.6 Third-Party Services

3.6.1 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 linked via the Order Confirmation (“Third Party Terms”) and is solely responsible for assessing the 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 Services.

3.6.2 We have 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.

3.6.3 When the Customer enables Third-Party Services, the 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 in accordance with the Third Party Terms, 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 Third Party Terms.

4 Data

4.1 Definition of Data

In these Terms the word “Data” means all data imported or entered into the Application by the Customer, its Company Users, its End Users, or by us or any other party on behalf of the Customer.

4.2 Ownership

As between us and the Customer, the Data belongs to the Customer.

4.3 Accuracy

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, fully paid-up 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 Terms.

4.5 Notwithstanding anything else in the Agreement 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 (“Derived Data”). Derived Data will be in aggregate and/or anonymised form only and will not identify the personal data of any data subject.

4.6 Access

The Customer may access the Data via the Application and may export the Data from the Application in an industry-standard format (including via spreadsheets), at any time throughout the subscription period.

4.7 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.

5 Intellectual Property Rights

5.1 Ownership

5.1.1 All intellectual property rights in the Services, the Website, and the Application belong to us or our licensors.

5.1.2. All intellectual property rights in the Data belong to the Customer.

5.2 Use by Customer

5.2.1 Subject to payment of the fees (if applicable), the Customer may access and use the Services, Application and Website, and may permit Company Users and End Users to access and use the Application during the subscription period, subject to and in accordance with the Agreement.

5.2.2 Subject to the terms of this Agreement, if the Customer makes the Services available to its Affiliates (being any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. As used herein, “control” means the power to direct the management or affairs of an entity or the beneficial ownership of more than 50% of the voting equity shares or other equivalent voting interests of an entity), Customer shall: (i) be responsible for all fees due under this Agreement and all acts and omissions of its Affiliates (and their Company Users and/or End Users); (ii) be liable for ensuring that its Affiliates (and their Company Users) comply with the terms of this Agreement; and (iii) ensure that any rights or remedies arising in connection with this Agreement will be actionable against Ledgy solely by Customer and not by any Affiliate, except that Customer will be entitled to treat losses of its Affiliates as if they are losses of Customer. Any limitations or exclusions of liability contained herein shall be deemed to apply to the Customer and its Affiliates in aggregate.

6 Service Levels

6.1 Availability

6.1.1 We will use reasonable efforts and take commercially reasonable measures to ensure a monthly uptime percentage to you of at least 99.8% 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”).

6.1.2 “Uptime” means the percentage of total minutes in a calendar month during which the Service is operational and available, calculated as:

Uptime (%) = ((Total minutes in the month - Downtime minutes) / Total minutes in the month) × 100.

6.1.3 “Downtime” excludes: (a) Scheduled maintenance with at least 5 days prior notice; (b) Force Majeure events (as defined in clause 17); (c) Failures caused by the Customer’s systems or Third-Party Services not under Ledgy’s control; (d) interruptions stemming from events that are not reasonably foreseeable by or under the reasonable control of Ledgy, including, but not limited to the interruption or failure of telecommunication or digital transmission links or Internet slow-downs or failures.

6.1.4 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 (and shall be entitled to a pro-rata refund for any fees paid in advance up until the termination date). This is your sole and exclusive remedy for any failure by Ledgy to meet the SLO, save that nothing in this Agreement shall prevent the Customer from seeking damages where such damages arise due to Ledgy’s gross negligence, fraud, or wilful misconduct, subject to clause 13.

6.2 Maintenance

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 Application.

6.3 Error Correction

In the event that the Services are unavailable or otherwise not functioning correctly, the Customer shall report the issue to support@ledgy.com, 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 following receipt of this report.

6.4 Exclusions

This Service Levels clause 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 Company or End User.

7 Security

7.1 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: https://ledgy.com/data-protection/.

7.2 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

8.1 Where we process personal data on the Customer’s behalf as a data processor (for example, where the Customer uploads personal information of End Users into the Application) our Data Processing Addendum will apply.

8.2 Where we act as a data controller (for example, in relation to End User profile information uploaded by the End User directly into the Application, and usage data tracked on our Website), our Privacy Policy describes the types of Data we collect, how we use it, the legal basis for processing, and the data subjects’ rights.

9 Customer Obligations

9.1 The Customer shall not (and shall procure that no Company User or End Users shall, and the Customer shall not authorise or permit any third party to):

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Use the Services for any illegal or damaging purposes;
Attempt to duplicate, modify, reverse engineer, distribute, licence, sell, transfer, create a security interest over, copy or create derivative works of the Website, Application or Services;
Access all or any part of the Website, Application or Services or the output thereof to create products, services or materials that resemble the Website, Application or Services or which compete with the Website, Application or Services;
Access all or any part of the Website, Application or Services for the purposes of monitoring the availability, performance or functionality, or for any other benchmarking or competitive purpose;
Introduce or attempt to introduce any virus or other malicious or damaging software to the Website, Application or Services;
Provide or enter any Data to use which is obscene, defamatory, libelous or slanderous; or
Otherwise use the Website, Application or Services for any purpose not permitted under this Agreement,

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and we reserve the right, without liability or prejudice to our other rights to the Customer, to disable the Customer's, any Company User’s or any End User’s access to the Services, Website and/or Application and remove any Data or other material that breaches the provisions of this clause.

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The Customer will:

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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;
Provide in a timely manner all data, information, assistance and co-operation to us, as is required for the purpose of providing access to, or use by the Customer or any End User of the Services; and
Procure that its Company Users and End Users shall keep all user IDs, passwords and access credentials to the Application confidential and secure from unauthorised use and ensure that only one Company User uses or access the Application through each login.

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9.3 Electronic Signatures

When executing documents using the e-signature tools included in the Application, Customer consents to Company Users and End Users 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 respective jurisdiction.

10 Duration and Termination

10.1 Duration and Renewal

10.1.1 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 notice to the other to terminate the Agreement not less than 30 calendar days in advance of such date, the subscription period shall automatically renew.

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10.1.2 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 Application or until we delete the Customer’s Data pursuant to clause 10.4.3.

10.2 Termination for cause

10.2.1 Either party (the “Terminating Party”) may terminate the Agreement with immediate effect by written notice to the other party (the “Defaulting Party”) in the event of a material breach by the other Party (or in the case of the Customer, also in the event of a material breach by its Company Users or End Users) 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 by the Customer to pay the fees due under this Agreement shall be a material breach.

10.2.2 The Customer may also terminate the Agreement as set out in clause 11.

Termination by Ledgy

Ledgy may terminate the Agreement upon 90 days’ written notice to Customer if it intends to withdraw and cease its provision of the Services to all of its customers in the same jurisdiction as you or intends to cease offering the Services to certain categories of customer. In the event of such termination, the Customer will receive a pro rata refund in respect of any fees paid in advance and Ledgy shall have no further liability in respect of such termination.

10.4 Suspension

10.4.1 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 Company 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 30 calendar days, provided we have sent a payment reminder informing the Customer of the possible suspension of the Services and/or termination of the Agreement. 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 intended suspension.

10.4.2 Where the Services are suspended pursuant to clause 10.3.1 but the Agreement remains in force, the Customer is liable for all fees and charges incurred during any period of suspension.

10.5 Consequences of Termination

10.5.1 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, except in the event of termination for cause pursuant to clause 10.2, in which case a pro rata refund shall be issued.

10.5.2 In respect of Paid Subscriptions, upon termination or expiry, the Customer may elect to extend the subscription period by a further 6 months upon written notice to Ledgy prior to the termination date and upon payment of the subscription fees which were applicable prior to termination (pro-rated for the period of extension). Absent such election, upon termination or expiry, the Customer shall only be permitted to access their Data in ‘view only’ format for 6 months following the termination date. All other licenses granted under or pursuant to this Agreement shall immediately and automatically terminate. During the 6 month period post-termination, Customer may either actively delete all the Data from the Application or the Data will be deleted automatically by Ledgy upon the expiry of the period.

10.5.3 In respect of the Free Services plan, if the Customer does not actively use the Free Services for a period of 2 (two) years, the Agreement will automatically terminate and the Customer’s account and all Data shall be deleted.

10.5.4 On expiry or termination of this Agreement for any reason, any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after expiry or termination of this Agreement shall survive and continue in full force and effect and expiry or termination of this Agreement for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at expiry or termination.

11 Changes to the Services and Terms

11.1 Changes to the Services

11.1.1 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.

11.1.2 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, except where a change is required to be made sooner to comply with applicable laws or to deal with a security concern or other issue that could cause material risk to Ledgy or its customers, in which case we will use reasonable endeavours to give the Customer as much notice as reasonably possible.

11.1.3 If the Customer can reasonably demonstrate to us that the change materially disadvantages them, the Customer may terminate the Agreement on written notice at any time within this 30-calendar day notice period and receive a pro rata refund in respect of any fees paid in advance. This termination and refund right is the Customer’s sole and exclusive remedy if you object to any changes to the Services. If the Customer continues to use the Services after the notice period expires, they Customer will be deemed to have accepted any notified changes.

11.2 Changes to the Terms

11.2.1 We shall not amend these Terms during the subscription period unless required to do so by applicable law. If such a change is necessary, we will give the Customer not less than 30 calendar days’ written notice of the change, unless a shorter period is dictated by changes mandated by applicable law.

11.2.2 If the Customer can reasonably demonstrate to us that the change materially disadvantages them, the Customer may terminate the Agreement on written notice at any time within this 30-calendar day notice period and receive a pro rata refund in respect of any fees paid in advance. This termination and refund right is your sole and exclusive remedy if you object to any changes to the Terms pursuant to clause 11.2.1.

11.2.3 We may amend these Terms upon renewal of the subscription period. We shall provide the Customer not less than 60 calendar days’ written notice of the changes and such changes shall take effect upon renewal.

12 Payment for Paid Subscription

12.1 We calculate and invoice fees and charges in accordance with the Order Confirmation (if applicable). All prices are exclusive of VAT unless explicitly specified otherwise.

12.2 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.

12.3 Where payment of an invoice is overdue by more than 14 calendar days, we may charge interest according to English law of 5%.

12.4 Unless otherwise provided by law, or expressly agreed in writing with us, all payments of fees 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.

12.5 We may update the fees and charges for some or all of the Services at any time in our discretion, which shall take effect from the date that the customer’s subscription period next renews provided we have given at least 60 days’ notice of the change prior to renewal.

13 Limitation of Liabilities

13.1 Except as expressly set out in this Agreement, all warranties, representations, conditions and other terms implied by statute, at common law, or on the basis of usage, custom or the parties’ previous course of dealings are excluded to the fullest extent permitted by applicable law.

13.2 Nothing in this Agreement shall be deemed to exclude or limit the Customer’s obligation to pay the fees due under this Agreement or exclude, restrict or limit liability of either party (or their respective agents or sub-contractors) for:

(a) death or personal injury resulting from their negligence;

(b) fraud or fraudulent misrepresentation;

(d) for any other losses or damages which cannot be excluded or limited by applicable law.

13.3 Subject to clause 13.2, neither party shall be liable, whether in contract, tort (including negligence), for breach of statutory duty or otherwise in connection with this Agreement:

(a) for any special, indirect, incidental or consequential losses or punitive damages of any nature whatsoever and howsoever caused even if it is advised by the other party of the possibility of such loss; or

(b) for any:

(i) loss of profits;

(ii) loss of revenue;

(iii) loss of anticipated savings;

(iv) loss of business or contracts;

(v) loss of, or damage to, goodwill or reputation,

in each case whether such loss is direct, indirect or consequential.

13.4 Subject to clause 13.2, we shall not be liable, whether in contract, tort (including negligence), for breach of statutory duty or otherwise under or in connection with this Agreement for:

(a) any loss arising out of breach by the Customer, any Company User or End User of applicable law;

(b) any failure to comply with, any failure to perform, any error in performing, or any delay in the performance of, any of our obligations under this Agreement, if and to the extent such failure, error or delay is caused, or contributed to by the Customer (or any Company User or End User) or by any breach by the Customer of any of its obligations under this Agreement;

(c) any act or omission by us (or our sub-contractors) in compliance with any instruction given by or on behalf of the Customer under this Agreement; or

(d) any delay, interruption or other failure of connectivity to the Website, Application, or any Service(s) outside of our reasonable control (including any failure of the Internet).

13.5 In the event of data loss, corruption, or system failure, Ledgy’s sole obligation and liability shall be to promptly restore the Customer’s data from the most recent available backup.

13.6 Subject to clause 13.2, 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), breach of statutory duty or otherwise, shall not, unless specified elsewhere in this Agreement, exceed in aggregate:

(a) in respect of any indemnified losses referred to in clause 14.1 or 14.2, (i) an aggregate amount equal to 3 (three) times the fees paid or payable by the Customer to us in the twelve months prior to the date of the claim (or the earliest claim, where there us more than one) or (ii) where the Customer has paid no fees during the period described in point (i) EUR 100; and

(b) in respect of any losses not falling under clause 13.5(a), (i) an aggregate amount equal to 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.

13.7 The parties agree that the limitations and exclusions set out in this Agreement are reasonable having regard to all the circumstances.

14 Indemnification

14.1 Each party hereunder (the “Indemnifying Party”) shall defend and hold harmless the other (the “Indemnified Party”) against any and all liabilities, reasonable 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.

14.2 Ledgy shall defend and hold harmless the Customer (the “Indemnified Party”) against any and all direct liabilities, reasonable costs, expenses, damages and losses, fines and penalties suffered or incurred or paid by the Customer arising out of or in connection with any breach by Ledgy of its obligations under the Data Processing Addendum.

14.2 The protection afforded to the Indemnified Party under clause 14.1 or 14.2 in the event of a third-party claim is conditional upon the Indemnified Party complying with the following obligations. The Indemnified Party shall: (i) notify the Indemnifying Party in writing of the claim against it in respect of which it wishes to rely on the indemnity (“Indemnity Claim”); (ii) allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the Indemnity 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 Indemnity 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 Indemnity Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any Indemnity Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

14.3 In the defense or settlement of any Indemnity Claim under clause 14.1, 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.

14.4 In no event shall we be liable to the Customer under the indemnity in clause 14.1 to the extent that the alleged infringement is based on: (i) a breach by the Customer or any Company User of the Agreement or a breach by an End User of the End User Terms; 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

15.1 Warranties by Ledgy

15.1.1 We warrant, represent and undertake:

15.1.1.1 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 and in the Order Confirmation (if applicable), subject to clause 6; and

15.1.1.2 that we have taken all necessary actions and have all requisite power and authority to enter into and perform this Agreement.

15.2 Warranties by Customer

15.2.1 You warrant, represent and undertake:

15.2.1.1 that you and any member of your Group that has access to or uses the Website, Application or Services has and shall maintain the necessary ownership rights in and/or permissions for use of the intellectual property rights in the Data;

15.2.1.2 that you have and will at all times maintain the necessary rights, power, consents and authority to transmit the Data (or otherwise make it available) to us under and in the manner described in this Agreement and to grant us the license to access and use the Data in accordance with this Agreement; and

15.2.1.3 that you have taken all necessary actions and have all requisite power and authority to enter into and perform this Agreement.

15.3 Disclaimers

15.3.1 The Services are provided without regard to any particular person or entity’s investment objectives, financial situation, or means, and we are not promoting, soliciting or recommending any action based upon the Services. Any material contained within the Website, Application or Services 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, Company Users and End Users should not enter into any transactions unless they have fully understood all such risks and have independently determined that such transactions are appropriate.

15.3.2 The Customer, Company Users and End Users should not construe any of the material contained within the Website, Application or Services 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.

15.3.3 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 Company or End 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 and Ledgy does not warrant that the Services will be uninterrupted or error-free. Ledgy shall have no responsibility for determining that Customer’s proposed use of the Services complies with applicable laws and regulations in Customer’s jurisdiction.

15.3.4 The Website and Application may contain links to other websites governed by separate terms of use. We have no responsibility for such third party websites, and will not be liable for any loss or damage that may arise from the Customer’s or any Company or End User’s access to or use of such websites.

15.3.5 We will not be liable for any delay or failure to perform our obligations that arise under this Agreement as a result of a failure by the Customer to comply with its obligations under this Agreement.

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15.3.6 We shall also not be liable for any loss or damage suffered by a Customer (including any loss or damage the subject of an Indemnity Claim under clause 14) where such loss or damage is caused or materially contributed to by (a) the Customer’s misuse of the Services, or (b) the Customer’s failure to comply with its own legal obligations.

16 Confidentiality

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16.1 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 Company 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.

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16.2 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 clause 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 Agreement.

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16.3 The obligations contained in this clause 16 shall not apply to any Confidential Information which;

is or becomes generally available to the public other than through breach of this Agreement by the Receiving Party or any Recipient;
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;
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;
was already in the possession of the Receiving Party or any Recipient prior to the disclosure by the Disclosing Party; or
is independently developed by the Receiving Party without reliance upon any Confidential Information.

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16.4 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

17.1 Neither party is responsible for failure to fulfil its obligations herein due to causes beyond its reasonable control that directly or indirectly delay or prevent its timely performance herein 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.

17.2 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 majeure event.

18 Contact and Notice

All notices made in connection with the Agreement must be in the English language, and delivered as follows:

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Notices provided by the Customer to Ledgy: by email to support@ledgy.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 transmission.

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

19.1 This Agreement and any dispute arising out of it will be governed by English 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 Agreement.

19.2 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 England and Wales.

20 Publicity and Marketing

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20.1 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 in accordance with any logo usage requirements provided by the Customer) and may refer to the type of services that we have provided to the Customer.

20.2 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).

20.3 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 the Application.

21 General

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.

21.2 Severability

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 this Agreement 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 this Agreement 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 term of this Agreement to be enforceable by any party that is not a party to the Agreement. For the avoidance of doubt, Ledgy shall have no liability or obligations whatsoever to any member of the Customer’s Group other than the Customer, and the Customer shall ensure that its Group members comply with the terms of this Agreement as if they were the Customer.

21.6 Assignment

The Customer may not assign any of its rights under this Agreement without our prior written consent.

Last updated: XX May 2025.

Addendum for Public Companies

Scope

This addendum to Ledgy's Terms of Service ("Addendum") governs the access to, and the use of the Ledgy equity management digital platform ("Public Platform") and related services (together the "Public Services"), which allows publicly listed companies ("Public Customers") to offer their employees ("Public End-Users") to communicate with and access information made available by various third-parties offering trustee and fiduciary services ("Public Partners").

Public Customer is aware that Ledgy acts as an information access and communication platform only and that the onboarded Public Customers and other Partners are providing their services in their own name and for their own account ("Third-Party Public Services"). These Third-Party Public Services are subject to respective Public Partner's terms and conditions.

If the Public Customer does not agree to this Addendum, the Public Customer may not use or access the Public Services or make Public Services available to any Public End-Users.

This Addendum does not govern the relationship between Ledgy and the Public End-Customer, nor the relationship between Public End-User and a Public Partner.

Description of the Services

Ledgy offers the Public Platform and the Public Services to the Public Customer and enables their associated Public End-Users to access and use the Public Platform, including the communication tool and integration with various Public Partners. Where a Public Partner provides fiduciary and trustee services as Third-Party Public Services, the Public Platform serves as a mere communication tool. In such a case, the Public End-User and the Public Partner can conclude a contract directly via the Public Platform and the Public Customer cannot use or access these Public Third-Party Services.

Public Customer acknowledges that following the communication and the contract concluded between the Public End-User and the Public Partner via the Public Platform, Public End-User's shares are held by the Public Partners as legal owners. Ledgy and the Public Customer are not the part of the contractual relationship between the Public End-User and the Public Partner. Public Customer shall ensure that Public End-Users have accepted Ledgy's End-User License Agreement and Public Partner's terms and conditions, otherwise Public End-Users will not be able to use all parts of Ledgy's Public Services and/or Public Third-Party Services.

All data related to shares available on the Public Platform is made available on behalf of the Public Customer. Ledgy does not take any responsibility in regards to data related to shares and shall not be held liable regarding accuracy or completeness of such data.

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