Terms and Conditions of Use

Last Updated: 20 February 2026

1. Acceptance of Terms

By accessing, installing, or using the LedgerFlow platform, application, or any associated services (collectively, the "Platform"), you ("User," "Customer," or "you") acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions ("Terms") and the Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Platform.

By using the Platform, you expressly consent to these Terms. Continued use of the Platform after any modification to these Terms constitutes your acceptance of the revised Terms.

2. Definitions

  • "LedgerFlow" means LedgerFlow (Pty) Ltd, its affiliates, officers, directors, employees, agents, licensors, and service providers.
  • "Platform" means the LedgerFlow enterprise ledger management software, web application, API services, microservices, database systems, and all related components and documentation.
  • "Customer" means any business or legal entity that subscribes to or uses the Platform.
  • "End User" means any individual whose data is processed through the Platform by a Customer.
  • "Data" means any financial records, transaction data, account information, or other information processed through the Platform.
  • "Services" means all features, functions, and capabilities made available through the Platform.

3. Access and License

Subject to these Terms and timely payment of applicable fees, LedgerFlow grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for your internal business operations and in accordance with these Terms.

This licence does not include the right to:

  • Resell, distribute, or commercially exploit the Platform or its outputs
  • Modify, adapt, translate, or create derivative works based on the Platform
  • Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or trade secrets of the Platform
  • Use the Platform to build a competing product or service
  • Remove, obscure, or alter any proprietary notices or labels on the Platform

4. User Obligations and Acceptable Use

You agree to:

  • Use the Platform only for lawful purposes and in accordance with all applicable laws and regulations
  • Maintain the confidentiality of all access credentials, API keys, and authentication tokens
  • Immediately notify LedgerFlow of any unauthorised access to or use of your account
  • Ensure that all data submitted to the Platform is accurate, lawful, and compliant with applicable data protection regulations
  • Not use the Platform to process data relating to illegal transactions or for any unlawful purpose
  • Not introduce, upload, or transmit viruses, malware, or any other harmful code
  • Not attempt to gain unauthorised access to any part of the Platform or its related systems
  • Not use the Platform in any way that could damage, disable, overburden, or impair its operation

You are solely responsible for all activities conducted under your account.

5. Financial Data and No Financial Advice

The Platform is a financial technology infrastructure tool. LedgerFlow does not provide financial advice, investment advice, tax advice, legal advice, accounting advice, or any other professional advice of any kind. Nothing on or within the Platform constitutes a recommendation or solicitation to buy, sell, or hold any financial instrument, enter into any transaction, or take any financial action.

All financial decisions made using data processed through the Platform are made solely by you. LedgerFlow has no responsibility or liability for any financial decisions, transactions, or actions you take based on information processed through or derived from the Platform.

You are solely responsible for obtaining independent professional advice appropriate to your specific circumstances.

6. Accuracy, Completeness, and Reliability

While LedgerFlow implements rigorous technical controls — including double-entry bookkeeping validation, cryptographic audit trails, and automated reconciliation mechanisms — LedgerFlow makes no representation or warranty that data processed through the Platform is accurate, complete, current, reliable, or free from error.

You remain solely responsible for:

  • Verifying the accuracy and completeness of all financial data processed through the Platform
  • Reconciling Platform outputs against authoritative source records
  • Ensuring the integrity of all data submitted to the Platform
  • Any errors, omissions, or discrepancies in financial records arising from incorrect or incomplete input data

The audit log and audit trail functionality of the Platform are technical operational features only and do not constitute a formal audit, assurance engagement, or certification of any kind.

7. Regulatory Compliance

You are solely responsible for ensuring that your use of the Platform, and all transactions and operations conducted through it, comply with all applicable laws, regulations, directives, and regulatory requirements in your jurisdiction and in any jurisdiction in which you operate, including but not limited to:

  • Anti-Money Laundering (AML) legislation
  • Know-Your-Customer (KYC) requirements
  • Financial sector licensing and registration requirements
  • Foreign exchange control regulations
  • Tax reporting and withholding obligations
  • Consumer protection legislation
  • Data protection and privacy legislation

LedgerFlow provides compliance-enabling tools and features but does not guarantee regulatory compliance and accepts no liability for regulatory penalties, fines, sanctions, or enforcement actions arising from your use of the Platform.

8. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

LEDGERFLOW EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY
  • FITNESS FOR A PARTICULAR PURPOSE
  • NON-INFRINGEMENT
  • ACCURACY OR COMPLETENESS OF RESULTS
  • UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION
  • COMPATIBILITY WITH ANY HARDWARE, SOFTWARE, OR THIRD-PARTY SERVICES
  • THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS
  • THAT DEFECTS WILL BE CORRECTED
  • THAT THE PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LEDGERFLOW OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEDGERFLOW, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFIT, REVENUE, ANTICIPATED SAVINGS, BUSINESS, CONTRACTS, GOODWILL, OR OPPORTUNITY;

(c) LOSS, CORRUPTION, OR UNAUTHORISED ACCESS TO DATA OR FINANCIAL RECORDS;

(d) FINANCIAL LOSS OR LIABILITY ARISING FROM ERRORS, OMISSIONS, OR DELAYS IN TRANSACTION PROCESSING;

(e) REGULATORY PENALTIES, FINES, OR SANCTIONS ARISING FROM YOUR USE OF THE PLATFORM;

(f) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

(g) LOSSES ARISING FROM THIRD-PARTY CLAIMS;

WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, EVEN IF LEDGERFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL LEDGERFLOW'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A) THE AMOUNTS ACTUALLY PAID BY YOU TO LEDGERFLOW IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ZAR 10,000 (TEN THOUSAND RAND).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Indemnification

You agree to indemnify, defend, and hold harmless LedgerFlow and its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, penalties, costs, and expenses (including reasonable legal fees) arising from or relating to:

  • Your access to or use of the Platform
  • Your breach of these Terms
  • Your violation of any applicable law or regulation
  • Your processing of data through the Platform in violation of any applicable data protection law
  • Any claim by an End User or third party arising from your use of the Platform
  • Any inaccuracy or incompleteness in data submitted by you to the Platform

11. Intellectual Property

The Platform and all of its components, including all software, source code, object code, algorithms, database schemas, stored procedures, views, functions, proprietary methodologies (including fraud detection algorithms and transaction processing logic), user interfaces, designs, documentation, trademarks, and trade secrets, are the exclusive property of LedgerFlow and its licensors and are protected by applicable intellectual property laws.

Nothing in these Terms grants you any right, title, or interest in or to the Platform or any of its intellectual property beyond the limited licence set out in Section 3. All rights not expressly granted are reserved.

You must not:

  • Copy, reproduce, or distribute any part of the Platform without prior written consent from LedgerFlow
  • Use any LedgerFlow trademark, logo, or brand name without prior written consent
  • File any patent, copyright, or other intellectual property registration that incorporates Platform technology

12. Confidentiality

You agree to treat as strictly confidential all non-public information relating to the Platform, including its architecture, algorithms, pricing, roadmap, and technical specifications. You must not disclose such information to any third party without the prior written consent of LedgerFlow, except where required by law, in which case you must provide LedgerFlow with prompt advance notice.

13. Data and Security

You are responsible for maintaining the security of your account, systems, and all data you submit to or retrieve from the Platform. In the event of any actual or suspected security breach, unauthorised access, or compromise of credentials, you must:

  • Immediately notify LedgerFlow at [email protected]
  • Take all reasonable steps to mitigate the impact
  • Cooperate fully with LedgerFlow's investigation

LedgerFlow implements commercially reasonable security measures but cannot guarantee absolute security. You acknowledge and accept the inherent risks of internet-based services.

14. Suspension and Termination

LedgerFlow reserves the right, in its sole discretion, to:

  • Suspend or restrict your access to the Platform at any time, with or without notice, for any actual or suspected breach of these Terms
  • Terminate your access to the Platform for any reason, with reasonable notice where practicable
  • Remove or disable any content or data that violates these Terms

Upon termination, your licence to use the Platform ceases immediately. Sections 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, and 16 of these Terms survive termination.

15. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of South Africa, excluding its conflict of law principles.

You irrevocably submit to the exclusive jurisdiction of the Western Cape Division of the High Court of South Africa, Cape Town, for the resolution of any disputes under these Terms.

16. Dispute Resolution

In the event of any dispute, the parties agree to:

  1. Escalation: First attempt resolution in good faith through written notification to the other party, with a 30-day period to resolve the matter
  2. Mediation: If unresolved after 30 days, submit to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA)
  3. Litigation: If mediation fails within 60 days, either party may refer the matter to the Western Cape Division of the High Court of South Africa

Nothing in this section prevents LedgerFlow from seeking urgent or interim relief in any court of competent jurisdiction.

17. Force Majeure

LedgerFlow shall not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, internet service provider failures, cyberattacks, power failures, or other events of force majeure.

18. Changes to These Terms

LedgerFlow reserves the right to modify these Terms at any time. Where changes are material, LedgerFlow will endeavour to provide reasonable notice (which may include a notification within the Platform or by email). Continued use of the Platform following the effective date of any revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must cease using the Platform.

19. General Provisions

Severability: If any provision of these Terms is held invalid, unlawful, or unenforceable, it shall be severed from the remaining Terms, which shall continue in full force and effect.

Waiver: No failure or delay by LedgerFlow in exercising any right shall constitute a waiver of that right.

No Partnership: Nothing in these Terms creates a partnership, agency, franchise, or employment relationship between the parties.

Assignment: You may not assign or transfer your rights or obligations under these Terms without the prior written consent of LedgerFlow. LedgerFlow may assign its rights and obligations without restriction.

Entire Agreement: These Terms, together with the Privacy Policy and any applicable subscription or service agreement, constitute the entire agreement between you and LedgerFlow with respect to the Platform and supersede all prior agreements and understandings.

Language: These Terms are written in English. In the event of any conflict between an English version and a translated version, the English version prevails.

20. Contact Information

For queries or notices relating to these Terms: