Forme Ledger — End-User Licence Agreement and Terms of Service
Read clause 14 (no professional advice) and clause 17 (liability) carefully. They limit what Forme Ledger is, and what we are responsible for.
1. Parties and agreement
This agreement is between Evan Williams, trading as Forme Ledger (ABN 64 291 413 591), a sole trader of New South Wales, Australia ("Forme Ledger", "we", "us") and the entity or person that registers for the service ("you", "Customer").
By creating an account, connecting a data source, or using the service, you agree to this agreement. If you are agreeing on behalf of a company, trust, partnership or other entity, you warrant that you have authority to bind it, and "you" means that entity.
If you do not agree, do not use the service.
2. Definitions
Service — the Forme Ledger multi-entity financial consolidation application, including the web application, APIs and supporting infrastructure.
Customer Data — all data you or your Authorised Users submit to the Service, or that we retrieve on your instruction from a Connected Platform, including financial records, charts of accounts, balances, journals, mappings and entity structures.
Connected Platform — a third-party accounting system you authorise us to access, including QuickBooks Online and Xero.
Authorised User — an individual you permit to access the Service under your account.
Output — reports, consolidated statements, reconciliations, mappings and other results the Service generates from Customer Data.
Subscription Term — the period for which you have paid for access.
3. Right to use the Service
Subject to this agreement and payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for your internal business purposes.
The Service is provided as software as a service. We do not deliver a copy of any software to you, and nothing in this agreement transfers ownership of the Service or any part of it.
4. What you must not do
You must not, and must not permit anyone else to:
- access the Service to build a competing product, or for benchmarking without our written consent;
- reverse engineer, decompile or attempt to derive the source code or underlying models of the Service, except to the extent this restriction is prohibited by law;
- resell, sublicense, or provide the Service to a third party as a bureau or service offering, unless we have agreed in writing;
- circumvent usage limits, rate limits or access controls;
- upload malicious code, or use the Service to store or transmit unlawful material;
- probe, scan or test the security of the Service without our prior written consent, or interfere with its operation or with other customers' use of it;
- misrepresent your identity or your authority to connect a Connected Platform;
- remove or obscure proprietary notices.
5. Your account and security
You are responsible for:
- the accuracy of your registration details;
- all activity under your account, including that of your Authorised Users;
- ensuring each Authorised User is a distinct individual with their own credentials — accounts must not be shared;
- promptly removing Authorised Users who no longer need access;
- notifying us immediately at [email protected] if you suspect unauthorised access.
Multi-factor authentication is mandatory. You must not attempt to disable or bypass it.
6. Connected Platforms
Your authorisation. You connect a Connected Platform by completing that platform's own authorisation flow. In doing so, you instruct us to retrieve the data covered by the permissions you grant.
Your warranty. You warrant that you are entitled to authorise our access to each organisation you connect, and to have the data in it disclosed to us and processed as described in this agreement and our Privacy Policy. If you are connecting a client's or a related entity's records, this means you have that entity's authority.
Scope of access. We retrieve only what your granted permissions allow, from only the organisations you select.
The Service reads; it does not write. Forme Ledger retrieves data from Connected Platforms and produces consolidated output within Forme Ledger. It does not create, amend or delete records in your accounting system.
You should understand the difference between what our access permits and what we do:
- Xero. Every accounting permission we request is a read permission. We are technically incapable of altering your Xero data.
- QuickBooks Online. Intuit publishes a single accounting permission and offers no read-only variant. The permission you grant therefore permits both reading and writing. We do not exercise the write capability. If that ever changes we will amend this agreement and our Privacy Policy and notify you before the change takes effect.
You can inspect and revoke our access from within either platform at any time.
Not our systems. Connected Platforms are operated by third parties under their own terms. We are not responsible for their availability, accuracy, retention, security or changes to their APIs. If a platform changes or withdraws an API, the affected Service functionality may change or cease, and that is not a breach of this agreement by us.
Disconnection. You may disconnect at any time. Disconnection stops further retrieval. It does not delete data already retrieved; see clause 11.
7. Customer Data
Ownership. As between you and us, you own all right, title and interest in Customer Data and Output. Nothing in this agreement transfers ownership of Customer Data to us.
Our licence. You grant us a licence to host, copy, transmit, display and process Customer Data solely to the extent necessary to provide the Service to you, to support you, to secure the Service, and to comply with law.
What we will not do. We will not:
- use Customer Data for the benefit of any person other than you;
- combine or aggregate Customer Data across customers;
- use Customer Data to train artificial intelligence or machine learning models;
- disclose Customer Data except as set out in our Privacy Policy or as you instruct.
Your responsibility for accuracy. You are responsible for the accuracy, quality, legality and completeness of Customer Data. The Service consolidates what it is given. It does not verify that source records are correct.
Third-party personal information. Where Customer Data contains personal information about individuals, you warrant you have collected and disclosed it lawfully, and that the individuals have been notified as required. You will indemnify us in accordance with clause 18 for claims arising from a breach of this warranty.
8. Artificial intelligence features
The Service uses a large language model to suggest mappings between source accounts and your consolidated chart of accounts.
- Proposals only. No suggestion is applied to your consolidation unless an Authorised User accepts it. You are responsible for reviewing every suggestion before accepting it.
- Suggestions may be wrong. They are generated by a statistical model, not by an accountant, and carry no assurance of correctness.
- What is transmitted. Only account names, classes and types from your chart of accounts, the target chart you are mapping to, and a small number of your own previously confirmed mappings as worked examples. No balances, amounts, dates, transaction detail, entity legal names, account codes or organisation identifiers are transmitted. Section 7 of our Privacy Policy sets this out in full.
- No training. Our AI sub-processor does not use data submitted through its API to train its models.
- Optional. The feature is triggered only by an explicit action by an administrator of your organisation. No scheduled task, background job or import invokes it. You may map every account manually and complete a full consolidation without any data being transmitted for this purpose.
We make no warranty as to the accuracy, completeness or suitability of any suggestion.
9. Fees, billing and taxes
Fees. You will pay the subscription fees for your plan, as set out at the time you subscribe or in a written order.
Billing cycle. Fees are payable in advance, monthly or annually as selected when you subscribe, and are charged to your nominated payment method on each renewal date.
Renewal. Your subscription renews automatically for successive periods of the same length unless cancelled before the renewal date.
Price changes. We may change fees. Changes take effect at your next renewal and we will give you at least 30 days' notice. If you do not accept a change, you may cancel before the renewal date.
GST. Fees are stated exclusive of GST. Where GST applies to a supply under this agreement, you must pay an additional amount equal to the GST payable, on receipt of a valid tax invoice.
Non-payment. If a payment fails, we may suspend access after giving you notice and a reasonable opportunity to remedy. Suspension does not relieve you of the obligation to pay.
Refunds. Fees are non-refundable except where required by law, including the Australian Consumer Law (see clause 16).
10. Availability and support
We will use reasonable endeavours to make the Service available, but we do not commit to a specific uptime level unless a separate written service level agreement applies.
The Service may be unavailable during planned maintenance (we will give reasonable notice where practicable), emergency maintenance, or events outside our reasonable control, including failures of Connected Platforms or infrastructure providers.
Support is provided by email at [email protected] during Australian business hours.
11. Term, termination and what happens to your data
Term. This agreement starts when you create an account and continues until terminated.
Your termination. You may cancel at any time, effective at the end of the current Subscription Term. You will not be charged for subsequent periods. You are not entitled to a refund of fees already paid except as required by law.
Our termination. We may terminate or suspend immediately if you:
- materially breach this agreement and do not remedy it within 14 days of notice (or immediately, where the breach cannot be remedied);
- fail to pay after notice under clause 9;
- use the Service unlawfully, or in a way that threatens the security or integrity of the Service or other customers.
We may also terminate for convenience on 60 days' written notice, in which case we will refund the unused portion of fees you have paid.
Export window. For 30 days after termination, you may request an export of your Customer Data and Output from us, and we will provide it in a machine-readable format.
Deletion. After the export window closes, we will delete Customer Data within a further 30 days, other than data we are required by law to retain and data held in backups, which is overwritten on its ordinary cycle. You may also request deletion at any time during the Subscription Term; we will action it within 30 days.
Disconnection is not deletion. Disconnecting a Connected Platform revokes our access token and stops further retrieval. Records already retrieved remain in your account so your historical consolidations continue to work. To have them deleted, ask us.
Survival. Clauses 4, 7 (ownership), 12, 13, 14, 16, 17, 18, 19 and 21 survive termination.
12. Confidentiality
Each party must keep the other's Confidential Information confidential, use it only for the purposes of this agreement, and protect it with at least the care it applies to its own confidential information.
Confidential Information does not include information that is public through no breach, was already known to the recipient, is independently developed, or is lawfully received from a third party.
A party may disclose Confidential Information where required by law, having first (where lawful) given the other party notice and a reasonable opportunity to object.
13. Intellectual property
We own the Service, including all software, models, designs, documentation, and all improvements to them. You own Customer Data and Output.
If you give us feedback or suggestions, we may use them without restriction or obligation to you. This does not give us any right to Customer Data.
14. Forme Ledger is not a provider of professional advice
This clause is central to what the Service is.
The Service is a data consolidation and reporting tool. It is not, and does not provide:
- accounting, audit, assurance or review services;
- taxation advice or lodgement services;
- financial product advice or any service requiring an Australian Financial Services Licence;
- legal advice;
- an opinion on whether any financial statement gives a true and fair view, or complies with Australian Accounting Standards, IFRS or any other framework.
Output is generated mechanically from the data you supply and the mappings you confirm. It is not reviewed by a qualified accountant, auditor or adviser. It has not been prepared in accordance with any accounting standard unless you have configured it to be, and its correctness depends entirely on the accuracy of your source data and the correctness of the mappings, eliminations and adjustments you have accepted.
You must not rely on Output for statutory reporting, tax lodgement, investor reporting, financing, audit, or any other purpose with legal or financial consequences without independent review by a suitably qualified professional.
You remain solely responsible for your own accounting records, statutory obligations, and the decisions you make.
15. Beta and early access features
We may make features available marked as beta, preview or early access. These are provided for evaluation, may be changed or withdrawn at any time, may not work correctly, and are excluded from any warranty or service commitment. Use them at your own risk and do not rely on them for anything consequential.
16. Warranties and the Australian Consumer Law
Australian Consumer Law. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)). Nothing in this agreement excludes, restricts or modifies any right or remedy, guarantee, warranty or other term or condition implied or imposed by law which cannot lawfully be excluded or limited.
For major failures with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time, and if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
Limitation where permitted. Where our liability for a failure to comply with a consumer guarantee may lawfully be limited, our liability is limited, at our option, to resupplying the services or paying the cost of having them resupplied.
Otherwise. To the maximum extent permitted by law and subject to the above, the Service is provided "as is". We exclude all other warranties, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that Output will be accurate or complete.
17. Limitation of liability
Subject to clause 16:
a. Excluded loss. Neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or any indirect or consequential loss, however arising.
b. Cap. Our total aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees you paid us in the 12 months immediately before the event giving rise to the liability.
c. Data-related loss. Without limiting (a), we are not liable for loss or corruption of Customer Data to the extent caused by inaccurate source data, a Connected Platform, or your own configuration or instructions.
d. Reliance on Output. We are not liable for any loss arising from reliance on Output contrary to clause 14.
e. Your responsibility. Nothing in this clause limits your obligation to pay fees, or either party's liability for fraud, wilful misconduct, death or personal injury caused by negligence, or breach of clause 12.
f. Proportionate reduction. Our liability is reduced proportionately to the extent the loss was caused or contributed to by you or your Authorised Users.
18. Indemnity
You indemnify us against all loss, damage, liability, costs and expenses (including reasonable legal costs) arising from:
- your breach of clause 4 (prohibited use), clause 6 (authorisation warranties) or clause 7 (Customer Data warranties);
- any claim by a third party that Customer Data infringes their rights or was disclosed to us unlawfully;
- your use of Output contrary to clause 14.
We will notify you promptly of any claim, allow you to control the defence (with counsel reasonably acceptable to us), and reasonably cooperate at your cost. You must not settle a claim in a way that imposes an obligation or admission on us without our consent.
19. Privacy
Our handling of personal information is governed by our Privacy Policy, which forms part of this agreement. You must comply with the Privacy Act 1988 (Cth) in respect of personal information you make available to us, and must have all necessary authorisations to do so.
20. Changes to this agreement
We may amend this agreement. We will publish the amended version at formeledger.com/terms and, where the change is material, notify account holders by email at least 30 days before it takes effect. If you do not accept a material change, you may terminate before it takes effect and we will refund the unused portion of prepaid fees. Continued use after the effective date constitutes acceptance.
21. General
Assignment. You may not assign this agreement without our written consent. We may assign it to an acquirer of our business or assets.
Subcontracting. We may use subcontractors and sub-processors to provide the Service. We remain responsible for their performance.
Force majeure. Neither party is liable for failure to perform (other than to pay money) caused by an event beyond its reasonable control.
Notices. Notices under this agreement may be given by email. Notices to you go to the email address on your account. Notices to us go to [email protected]. A notice sent by email is taken to be received on the business day it is sent, unless the sender receives an automated delivery failure. If you require a postal address for formal service, email [email protected] and we will provide one.
Entire agreement. This agreement and the Privacy Policy are the entire agreement between the parties and supersede all prior discussions. Nothing in this clause limits liability for fraudulent misrepresentation.
Severance. If any provision is unenforceable, it is severed and the rest continues.
No waiver. A failure to enforce a provision is not a waiver of it.
Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
Governing law. This agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them.
22. Contact
Evan Williams trading as Forme Ledger
ABN 64 291 413 591
New South Wales, Australia
Support: [email protected]
Legal and privacy: [email protected]