These Terms of Service form a binding agreement between Sumly Ltd, registered in Cyprus with registration number [TBA], and the person or organisation that accesses or uses Sumly. In these Terms, "Customer" means that person or organisation, "Sumly" means Sumly Ltd, and "Services" means the Sumly websites, accounting application, related software, support and any professional or administrative service ordered through Sumly.

By creating an account, placing an order, accepting a proposal or using a Service, the Customer agrees to these Terms. A person accepting on behalf of an organisation confirms that they have authority to bind it. If you do not agree, do not access or use the Services.

Who may use Sumly

The Services are intended primarily for businesses, self-employed people and professionals. You must be at least 18 years old and legally able to enter into this agreement. If you use a Service as a consumer, any mandatory consumer rights that apply to you remain unaffected by these Terms.

The documents that make up our agreement

These Terms apply together with the order, proposal, checkout page or service confirmation that states what the Customer bought and the applicable fees. We call that the "Order".

Our Disclaimer explains the limits of general information, software output, third-party systems and work carried out by independent professionals.
Our Privacy Policy explains how Sumly collects, uses, retains and potentially shares personal data.

If the documents conflict, the Order controls for the specific commercial terms of that Order. Mandatory law always takes priority.

The Services

Sumly gives the Customer a limited right to access and use the Services stated in the Order during the applicable trial, subscription or service period. The right is non-exclusive, non-transferable and may not be sublicensed except where these Terms expressly allow invited users.

We may update, replace or remove features, change technical requirements and carry out maintenance. We may act without notice where a change is needed for security, legal compliance or the integrity of the Services. Where practical, we will give advance notice of a material reduction to paid core functionality.

Some Services involve independent professionals, financial providers or public authorities. Their work, decisions and separate terms are addressed in the Disclaimer and, where relevant, in the Order or a separate engagement letter.

Accounts and authorised users

The Customer must give accurate and complete information, keep it current and notify us promptly if authority to use an account changes. Sumly may rely on information, approvals and instructions given through the account or by a person the Customer has identified as authorised.

The Customer is responsible for its authorised users, their permissions and all activity under its account. Each user must have their own credentials. Credentials must be kept confidential and may not be shared. The Customer must tell us immediately at support@sumly.cy if it suspects unauthorised access or compromised credentials.

Permitted use

The Customer may use the Services only for lawful business or professional purposes, within the scope of its Order and in line with these Terms. The Customer must not, and must not help anyone else to;

use the Services for fraud, tax evasion, money laundering, concealment of income or assets, sanctions evasion or any other unlawful activity,
upload, connect, disclose or otherwise process data without the rights, authority, notices and lawful basis needed to do so,
access another person's or organisation's account, impersonate anyone, misstate an authority or use shared credentials,
sell, rent, sublicense, resell, timeshare, white-label or provide the Services to a third party unless an Order expressly permits it,
copy, modify, translate, reverse engineer, decompile or attempt to discover source code, models, prompts, methods or non-public technology, except to the narrow extent that mandatory law permits and does not allow this restriction,
scrape, crawl, harvest, index or access the Services through unapproved bots, scripts, automation or interfaces,
use the Services, their output or non-public information to build, train, benchmark or improve a competing product or model, or publish a benchmark without our written permission,
probe, scan or test security, bypass authentication or usage limits, interfere with the Services, introduce malware, or impose an unreasonable load on our systems,
or remove ownership notices, use Sumly branding without permission, or falsely suggest that Sumly endorses or is affiliated with the Customer or another person.

We may use account, security and usage records to enforce these Terms in line with the Privacy Policy. We may remove content, restrict functionality, apply technical limits, suspend access or terminate the agreement where these measures are reasonably needed to stop or investigate misuse.

The Customer's responsibilities

The Customer is responsible for;

the accuracy, completeness and legality of Customer Data and instructions,
reviewing outputs, records, calculations, applications, filings and deadlines before relying on, approving or submitting them,
maintaining the records and copies it is legally required to keep, including exporting Customer Data when needed,
obtaining all permissions and giving all notices required for people whose personal data it puts into the Services,
and cooperating with reasonable requests needed to provide a Service, verify instructions, meet legal duties or protect an account,

The Disclaimer explains the boundary between software, Sumly's own work, the Customer's responsibilities and work performed by independent professionals.

Prices, subscriptions and free trials

Prices, the billing cycle and what is included are shown in the Order. Unless the Order says otherwise, prices exclude VAT, government charges, bank fees and third-party professional or filing costs. The Customer must pay those amounts in addition to Sumly's fees where they apply.

Sumly offers a 30-day free trial, no card needed. A trial does not create a paid subscription unless the Customer chooses a paid plan. We may limit a trial to one per Customer and end a trial used abusively or in breach of these Terms.

Subscription fees are billed in advance for the billing cycle selected in the Order. Unless the Order states otherwise, a paid subscription renews for the same billing cycle until cancelled. The Customer may cancel before the next renewal and will keep access until the end of the paid period.

Prepaid fees are non-refundable except where mandatory law or a written refund or service guarantee says otherwise. Government charges and third-party costs that Sumly has already paid or committed for the Customer are non-refundable unless the relevant third party refunds them.

Payment

The Customer authorises Sumly and its payment providers to charge the selected payment method for fees, taxes and other amounts shown in the Order. The Customer must keep billing and payment information accurate and ensure sufficient funds are available.

Amounts are due on the date shown at checkout or on the invoice. The Customer must raise a billing dispute promptly and pay all undisputed amounts on time. For late business payments, Sumly may charge statutory default interest and recover the costs allowed by law. We may suspend paid Services while an amount remains overdue. A suspension caused by non-payment does not pause billing or remove the duty to pay.

We may change prices or plan contents. A change for an existing subscription takes effect no earlier than the next renewal or billing cycle after reasonable advance notice. The Customer may cancel before the change takes effect.

Customer Data and ownership

"Customer Data" means records, documents, files, messages and other data that the Customer or its authorised users upload, connect, submit or generate through the Services. As between Sumly and the Customer, the Customer keeps its rights in Customer Data. The Customer is responsible for making sure it has the rights and authority to use that data and instruct Sumly to process it.

The Customer grants Sumly a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, format, display and otherwise process Customer Data as reasonably needed to provide, support, maintain, secure, troubleshoot and improve the Services, follow the Customer's instructions, comply with law and exercise or defend legal rights. Sumly may sublicense those rights to providers and partners involved in those purposes.

The licence lasts for as long as the relevant purpose and lawful retention period require. It does not transfer ownership of Customer Data to Sumly.

Sumly may create statistics and insights from Customer Data after aggregating or de-identifying the data so that neither the Customer nor a person can reasonably be identified. Sumly may use that information to operate, secure, analyse, research, develop and improve its business and Services, either directly or through its partners.

Data protection and permitted disclosures

The Privacy Policy governs Sumly's handling of personal data. Where Sumly acts as the Customer's processor, the Customer is the controller, Sumly follows the Customer's documented instructions, and the Data Processing Agreement forms part of this agreement. The Customer remains responsible for its own notices, lawful bases, instructions and responses to data-subject requests.

Subject to the Privacy Policy, the Data Processing Agreement and applicable law, the Customer authorises Sumly to disclose or make Customer Data available only to the extent reasonably needed:

to hosting, infrastructure, authentication, payment, communications, analytics, security and other technology providers that help operate the Services
to banks, open-banking providers, software integrations, professional advisers and service partners involved in a feature or Service the Customer requests
to the Customer's account owners, authorised users and recipients the Customer directs or approves
to government bodies, tax authorities, company registries, regulators, courts, law enforcement and other competent authorities where disclosure is required or permitted by law or reasonably needed to respond to legal process, prevent harm or fraud, or protect legal rights
to insurers, insurance brokers, reinsurers, auditors and legal or professional advisers where reasonably needed to obtain or maintain coverage, assess risk, notify or manage a claim, respond to a complaint, or exercise or defend legal rights
to a potential investor, buyer, lender or successor in a financing, reorganisation, merger or sale, subject to confidentiality and appropriate data protection safeguards

We will limit a disclosure to what we reasonably consider necessary. We may withhold notice where the law prohibits notice or where notice would compromise security, an investigation or legal rights. Independent recipients may apply their own terms and privacy notices. Sumly does not sell personal data.

Sumly's intellectual property

Sumly and its licensors own all rights in the Services and everything used to provide them, including software, source code, interfaces, designs, databases, documentation, templates, workflows, models, methods, know-how, trademarks, logos and improvements. Except for the limited right to use the Services under these Terms, no right, title or interest is transferred to the Customer.

If the Customer gives feedback, ideas or suggestions, Sumly may use them without restriction, attribution or payment.

Third-party services

The Services may connect to or depend on banks, payment providers, government portals, software integrations and independent professionals. Sumly does not control their availability, decisions, terms, security or processing. The Customer is responsible for complying with the third party's terms and maintaining any account or permission needed for the connection. The Disclaimer explains these limits in more detail.

We may disable an integration where the provider stops supporting it, changes access, creates a security or legal risk, or makes continued operation impractical.

Confidentiality

Each party must protect the other's non-public business, technical and financial information and use it only for this agreement. This duty does not cover information that is public through no breach, was lawfully known without restriction, is received lawfully from another source, or is independently developed without using the other party's confidential information.

A party may disclose confidential information to personnel, providers and advisers who need it and are bound to protect it, or where law or a competent authority requires disclosure. Where legally permitted, the disclosing party will give reasonable notice.

Suspension

Sumly may restrict or suspend some or all access immediately if we reasonably believe:

the Customer has breached these Terms or an Order
an amount is overdue
the account, Customer Data or use of the Services creates a security, legal, regulatory, fraud or operational risk
the Customer's use harms Sumly, the Services, another customer or a third party
the law, a regulator, court, provider or competent authority requires it

Where reasonable, we will tell the Customer why and give an opportunity to fix the issue. We do not have to give advance notice where urgent action is needed, notice is prohibited, or notice would increase the risk. We may keep the suspension in place for as long as the reason continues. Fees remain payable during a suspension caused by the Customer.

Termination and what happens afterwards

The Customer may cancel a subscription through the available account controls or by contacting us. Cancellation takes effect at the end of the current paid billing period unless the Order or mandatory law says otherwise.

Sumly may terminate without cause on 30 days' notice. Sumly may terminate immediately for a material breach, persistent non-payment, insolvency, fraud or unlawful use, a serious security or legal risk, or where a provider, regulator, court or law prevents us from continuing. Where a breach can reasonably be fixed, we may give a short period to fix it before termination.

If Sumly terminates a paid subscription without cause, we will refund prepaid recurring fees for the unused period. No refund is due where termination results from the Customer's breach or where fees cover completed work, government charges or committed third-party costs.

When the agreement ends, the Customer's right to use the Services ends and all unpaid amounts become due. The Customer must export any Customer Data it needs before access ends. Sumly may retain and delete data as stated in the Privacy Policy, the Data Processing Agreement and applicable law.

Terms concerning ownership, intellectual property, confidentiality, payment, anonymised information, disclaimers, liability, indemnity, data retention, disputes and any other term intended by its nature to continue will survive termination.

Service availability and warranties

Unless Sumly agrees otherwise in writing, the Services are provided "as is" and "as available". To the fullest extent permitted by law, we do not guarantee uninterrupted or error-free operation, a particular response or resolution time, compatibility with every system, or that every output will be complete or accurate.

We exclude implied warranties, conditions and representations to the fullest extent permitted by law. The Disclaimer states the specific limits that apply to information, calculations, filings, decisions, professional work and third-party systems. Nothing in this section removes a warranty or remedy that mandatory law does not allow us to exclude.

Limitation of Sumly's liability

To the fullest extent permitted by law, Sumly will not be liable for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, business, anticipated savings, opportunity, goodwill or data. Sumly is not responsible for tax, interest, penalties, fines or third-party claims to the extent they result from Customer Data, Customer instructions, failure to review an output or meet a deadline, unauthorised use, or an act or omission of a third party outside Sumly's control.

Sumly's total aggregate liability arising from or connected with the Services, regardless of legal basis, will not exceed the fees paid or payable to Sumly for the Service giving rise to the claim during the 12 months before the first event that gave rise to liability. This is one combined cap for all connected claims.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited. The Customer must take reasonable steps to limit loss and notify Sumly promptly after becoming aware of a potential claim.

Customer indemnity

To the fullest extent permitted by law, the Customer will defend, indemnify and hold harmless Sumly, its personnel and providers against third-party claims, regulatory claims, losses, fines, costs and reasonable legal fees arising from or connected with:

Customer Data or instructions that are inaccurate, unlawful or infringe rights
the Customer's or an authorised user's breach of these Terms or applicable law
the Customer's products, services, clients, workers or business activities
an allegation that the Customer lacked authority, a lawful basis or required notice for data it provided or instructed Sumly to process

The indemnity applies only to the extent the matter was caused by the Customer or its authorised users. Sumly will give reasonable notice and cooperation. The Customer may not settle a claim in a way that admits fault by Sumly, imposes an obligation on Sumly or affects Sumly's rights without our written consent.

Events outside reasonable control

Neither party is liable for delay or failure caused by events it could not reasonably control, including internet or utility failure, cyberattack, labour dispute, natural disaster, epidemic, war, civil disorder, government action or failure of a critical third-party provider. This does not excuse payment obligations already due. The affected party must take reasonable steps to reduce the effect and resume performance.

Changes to these Terms

We may update these Terms for legal, security, technical or commercial reasons. We will give at least 14 days' notice of a material change, unless law, security or an urgent operational issue requires an earlier change. If the Customer does not accept a material change, it may cancel the affected paid Service before the change takes effect. Continued use after the effective date means the Customer accepts the updated Terms.

Governing law and disputes

These Terms and any non-contractual dispute connected with them are governed by the laws of the Republic of Cyprus, without regard to conflict-of-law rules. The courts of the Republic of Cyprus have exclusive jurisdiction. If the Customer is a consumer, this does not remove any mandatory right to use another court or the protections of the law that would otherwise apply.

Contact

Questions or notices about these Terms can be sent to support@sumly.cy or to:

Sumly Ltd.
Eleftheriou Venizelou 48
8022 Paphos
Cyprus