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Terms of service

Version 1.0, draft of 12 Oct 2026

These Terms of Service are the contract between Settled and the buyer for the use of Settled's software. The buyer accepts them together with the Data Processing Agreement, which is part of the same contract.

Settled S.à r.l.-S, a société à responsabilité limitée simplifiée under Luxembourg law. Registered office: 10, Rue Antoine-François Van Der Meulen, L-2152 Luxembourg. Registre de commerce et des sociétés, Luxembourg: B312854. Business permit (autorisation d'établissement): 10200326 / 0. VAT number: LU37879612. Matricule: 2026 2467 091. Contact: Support, in the product, or by post to the registered office.

1. The parties, and the words of this contract

  1. Settled is the seller: Settled S.à r.l.-S, named above. It sells the use of its software.
  2. The buyer is the business that accepts these Terms of Service and pays Settled. The buyer is a fiduciary that works on the books and files of its clients, or a business that uses Settled for itself. A buyer can be a company or a person who acts for its trade or profession.
  3. The account is the buyer's place in the product: its members, its subscriptions and the buyer's data.
  4. A member is a person to whom the buyer gives a sign-in to the account.
  5. An Owner is a member who can act for the buyer in everything, including the acceptance of these Terms of Service.
  6. A module is a part of the product that Settled sells alone. On the date of this version the modules are Bookkeeping, KYC and Invoicing (§3).
  7. The size of a module is the number that its price covers: a number of KYC files, or one company.
  8. A pack is two or more modules at a lower price.
  9. A discount code is a code that Settled gives. It takes a percent or an amount off a price, once, for some months, or always.
  10. A term is one month or one year.
  11. A subscription is the buyer's right to use one module, at one size, for a term.
  12. An order is what the buyer asks for in one act of the product's shop: one or more modules, their sizes, the term, and the way of payment.
  13. The price is what the buyer pays Settled for a term of a subscription.
  14. The renewal day is the day on which a subscription renews: the same day of each month, or of each year.
  15. The buyer's data is what the buyer, its members, its clients and their persons put in the product, and what the product makes from it for the buyer.
  16. The Data Processing Agreement is Settled's contract with the buyer on personal data, in the version that the buyer accepted.

2. The contract

  1. The acceptance. The contract starts when an Owner accepts these Terms of Service and the Data Processing Agreement in the product, before the buyer's first payment. Settled records the version, the Owner and the time. The buyer can read and download the accepted texts at any time.
  2. The power to accept. The Owner who accepts confirms that they have the power to bind the buyer.
  3. Businesses only. Settled sells to businesses only. The buyer confirms that it buys for its trade, its business, its craft or its profession. The buyer is not a consumer in the sense of the Code de la consommation, art. L. 010-1. The rules that protect consumers do not apply to this contract. The right to withdraw in 14 days (Code de la consommation, art. L. 222-9) is one of those rules.
  4. The documents. The contract is made of each order, the Data Processing Agreement and these Terms of Service. Where they differ, the order wins over these Terms of Service. For personal data, the Data Processing Agreement wins over both.
  5. No other terms. The buyer's own terms of purchase do not apply, even when a document of the buyer names them.

3. The modules

  1. Bookkeeping reads the bank lines and the documents of one company and prepares its accounting entries. It holds the company's books. It prepares the VAT returns and the annual accounts for the buyer to file.
  2. KYC collects the documents of the buyer's clients, screens their persons against public sanctions lists and country lists, computes a proposed risk rating, and keeps a KYC file for each client as proof.
  3. Invoicing creates, numbers and sends the buyer's quotes, invoices, credit notes and recurring invoices.
  4. On and off. A module is on when Settled has received the payment of its term. A module that is off refuses its screens and its acts. The account, its members and the buyer's data stay.
  5. KYC is for some buyers only. The KYC module serves a buyer that the Ordre des experts-comptables or the Administration de l'enregistrement, des domaines et de la TVA supervises under the loi du 12 novembre 2004 (the AML law). It does not serve a buyer that the Commission de surveillance du secteur financier supervises.
  6. Changes. Settled can change a module to improve it or to follow a change of the law. Settled does not remove a main function of a module during a paid term.
  7. The end of a module. Settled can stop selling a module to all its buyers. It then tells the Owners 90 days before the end. It refunds the unused days of each paid term (§11 point 2).

4. Settled sells software, not advice

  1. Settled is a software company. It is not an accountant, a tax adviser, an auditor, a lawyer or a compliance officer. It gives no accounting, tax, legal or compliance advice. Nothing in the product is such advice.
  2. What a module prepares is a proposal. An entry, a VAT return, annual accounts, a risk rating and the result of a screen are proposals. A person of the buyer checks each proposal and decides whether to approve it.
  3. The buyer keeps its books. The buyer alone answers for its books, its returns, its annual accounts, and for everything it sends to an authority. Settled files nothing for the buyer.
  4. The buyer decides its KYC files. The buyer alone answers for its duties under the AML law. The buyer alone accepts, refuses or ends a client relationship, gives a risk rating, decides on a possible match, and reports to the Cellule de renseignement financier. Settled takes none of these decisions.
  5. The public lists. The product reads the sanctions lists and the country lists from their official public sources and shows the date of each list. Settled does not answer for an error, an omission or a delay of a source.

5. The account and its members

  1. Correct details. The buyer keeps the details of its account correct: its name, its address, its VAT number and the email address for its invoices.
  2. The members. An Owner invites the members and gives each one its access. The buyer answers for every act of its members in the product.
  3. One sign-in, one person. Each member keeps their password secret. A sign-in is not shared.
  4. A stolen sign-in. The buyer tells Settled at once when it thinks that another person used a member's sign-in.
  5. The buyer's own clients. A buyer that is an accounting firm can give its clients an access to the product, for the work it does for them. A buyer with the KYC module sends a link to a person, to collect that person's documents. These clients and persons are not buyers of Settled. The buyer answers for them. The buyer's own contract with them gives their rights.

6. The order and the price

  1. The shop. The buyer orders in the product. Before it pays, the shop shows each module, its size, the term, the price, the VAT and the total. The price shown is the price of the order.
  2. The size. A subscription covers the size of its order. No act changes the size of a running subscription. To change it, the buyer cancels the subscription (§10) and orders the module again with the new size.
  3. VAT. Prices are in euros and exclude VAT. Settled adds the VAT that the law requires.
  4. A year is 12 months. The price of a year is 12 times the price of a month.
  5. A pack. A pack's price applies while the buyer runs every module of the pack, on the term the pack names. When one module of the pack ends, the others renew at their own price from their next renewal day.
  6. A discount code lowers a price as the code says, for the time the code says.
  7. A price does not change during a term. A new price reaches the buyer at a renewal only (§9).

7. The payment

  1. The buyer pays first. A module switches on when Settled has received the payment of its term.
  2. By card. A term of one month or one year can be paid by card. Settled's payment provider keeps the card. Settled charges it for the first term and at each renewal.
  3. By invoice. A term of one year can be paid by bank transfer against Settled's invoice. The buyer pays the invoice in full, by its due date, with the invoice number as the reference. The module switches on the day Settled matches the transfer to the invoice. A term of one month is paid by card only.
  4. One order, one payment, one invoice. The modules of an order are paid together, by one charge of the card or by one invoice. Settled issues one invoice for each payment and sends it by email to the address in the account. The modules of a pack are one line of the invoice, at the pack's price.
  5. All or nothing. When the card refuses the charge of an order, nothing is ordered and nothing is charged. When the one transfer of an order arrives, every module of the order switches on.
  6. An order by invoice that is not paid. The buyer can cancel the order before it pays. When the invoice is not paid by its due date, Settled can cancel the order and the invoice with a credit note.
  7. A card that fails at a renewal. Settled tells the Owners and retries the card for some days. The module stays on during the retries. When the last retry fails, the module switches off.
  8. A module that is off for a missed payment keeps its data (§15 point 4). The buyer orders the module again to use it, at the price of that day.

8. The renewal

  1. A subscription renews by itself, for a term of the same length, until the buyer cancels it (§10).
  2. The renewal day is the day of the month, or of the year, on which the term started. In a shorter month it is the last day of that month.
  3. By card. Settled charges the card on the renewal day. The modules of one order that are paid by the month renew together: one charge, one invoice. Those paid by the year renew together, one year later.
  4. By invoice. Settled issues the invoice of the next year 30 days before the end of the term. It reminds the Owners while the invoice is unpaid. When the invoice is unpaid on the last day of the term, the module switches off.
  5. The price of a renewal is the price in force on the renewal day (§9).

9. A change of price

  1. Settled can publish a new price for a module, a size or a pack. A new price never applies during a paid term.
  2. A new price reaches the buyer at its first renewal on or after the date Settled sets. Settled tells the Owners 30 days or more before that renewal. The message names the new price and the date of that renewal.
  3. A buyer that does not want the new price cancels the subscription before that renewal (§10).

10. How the buyer cancels

  1. At any time, with no reason. The buyer cancels a subscription in the product. A member with the right access does it.
  2. The effect. The cancellation takes effect at the end of the paid term. The module stays on until that day. It does not renew, and Settled charges nothing more.
  3. Resume. Before that day, the buyer can resume the subscription in the product. It then renews as before.
  4. After that day, the buyer orders the module again, at the price of that day.
  5. An order that waits for its payment is cancelled at once. Nothing was charged.
  6. From a month to a year. The buyer switches a subscription from a month to a year in the product. By card, the year starts on the day of its payment. By invoice, the month goes on until the transfer is matched, and the year starts that day. The month stops on the day the year starts. Settled refunds the unused days of the paid month (§11 point 2).

11. No refund

  1. A paid term is not refunded. This holds for a month and for a year. It holds when the buyer cancels in the first days of the term, and when the buyer does not use the module.
  2. Settled refunds in these cases only: a. the unused days of a paid month, when the buyer switches that subscription to a year (§10 point 6): the month's price, times the unused days, divided by the days of that month's term; b. the unused days of each paid term, in three cases: Settled stops selling a module (§3 point 7); Settled ends the contract with no fault of the buyer (§16 point 4); the buyer ends the contract for Settled's fault (§16 point 5); c. the time that is left of a paid term, when the buyer ends a module because it refuses a new sub-processor (Data Processing Agreement, §9 point 3); d. a payment that Settled took in error: twice, or at a wrong price.
  3. How. Settled issues a credit note for each refund, against the invoice of the payment. A card payment goes back to the card. A bank transfer goes back by bank transfer, to the bank account it came from.
  4. At Settled's choice. Settled can refund in another case when it decides to. Such a refund gives the buyer no right to another.

12. The buyer's data

  1. The buyer's data is the buyer's. Settled gets no right in it, other than the right to process it to give the buyer the product, as this contract says.
  2. Personal data. Settled processes the personal data in the buyer's data as a processor, under the Data Processing Agreement.
  3. No sale, no sharing. Settled does not sell the buyer's data and does not show it to another buyer.
  4. The buyer's right. The buyer confirms that it has the right to put the buyer's data in the product and to have Settled process it under this contract.
  5. Download. The buyer can download the buyer's data from the product, in the formats the product names.
  6. Backups. Settled keeps backups to restore the product after a fault. The Data Processing Agreement says how.
  7. Settled's team does not open the buyer's data in its normal work. The Data Processing Agreement says when it can, and how the buyer sees it.

13. The software is Settled's

  1. Ownership. Settled owns the product, its design, its texts and its marks. The contract gives the buyer no part of them.
  2. The right of use. For each paid term, the buyer has the right to use the module for its own business. The right is not exclusive. The buyer cannot pass it to another person. §5 point 5 is the one exception.
  3. The buyer does not, and lets nobody: a. copy the product, change it, or try to get its source; b. sell, rent or lend its access, or let another business use the product as its own; c. try to get past the security of the product, or test that security without Settled's written agreement; d. read the product with a robot, or put a load on it that harms the product or other buyers; e. put in the product a virus, or content that the law forbids; f. use the product against a law, or to build a product that competes with it. Point a. does not take away a right that the law gives the buyer and that a contract cannot remove.
  4. Ideas. Settled can use an idea or a remark that the buyer gives about the product, with no payment.

14. Availability and Support

  1. Availability. Settled works to keep the product available at all hours. It does not promise a product with no interruption and no error.
  2. Maintenance. Settled can stop the product for a short time for maintenance. Where it can, it does so outside office hours in Luxembourg and tells the Owners before.
  3. Support. The buyer writes to Settled's team in Support, in the product. Settled's team answers there.

15. The end of the contract, and the data

  1. The contract ends when Settled closes the account at the buyer's request, or when Settled ends the contract (§16).
  2. Closing the account. The buyer asks Settled in Support to close its account. The paid terms are not refunded (§11 point 1).
  3. 90 days to download. After the closure, the buyer can download the buyer's data for 90 days. Then Settled erases it. The Data Processing Agreement (§17) gives the rule, and the instructions of the buyer that change it: keep the data, or erase it now.
  4. A module that is off in an account that stays open keeps its data, until the account closes or until the retention rules of the Data Processing Agreement erase it.
  5. What stays after the end: the payment of what is owed, §4, §11 point 1, §13, §17, §18, §20 point 6 and §21.

16. When Settled suspends or ends the contract, and when the buyer ends it

  1. Suspension. Settled can switch a module or the account off at once when: a. the buyer uses the product against §13 point 3 or against a law; b. the use puts the product, another buyer or a person at risk; c. a law or an authority orders it.
  2. Settled tells the Owners the reason, unless a law forbids it. It ends the suspension when the cause ends.
  3. The end for the buyer's fault. Settled can end the contract by written notice when the buyer breaks it. Before that, Settled asks the buyer in writing to repair the fault, and gives it 30 days. For a fault that cannot be repaired, Settled can end the contract at once. No paid term is refunded.
  4. The end with no fault of the buyer. Settled can end the contract with 90 days of written notice. It then refunds the unused days of each paid term (§11 point 2).
  5. The end for Settled's fault. The buyer can end the contract by written notice when Settled breaks it. Before that, the buyer asks Settled in writing to repair the fault, and gives it 30 days. Settled then refunds the unused days of each paid term (§11 point 2).

17. Liability

  1. The rule. Each party answers to the other for the direct damage that its fault causes.
  2. The limit. For all the damage of one calendar year, Settled owes the buyer at most one sum. That sum is what the buyer paid Settled in the 12 months before the first damage of that year.
  3. What Settled does not owe: a loss of profit, of sales, of clients or of reputation; an indirect damage; a fine, a penalty or a tax that an authority puts on the buyer.
  4. What Settled does not answer for: damage that comes from a. a proposal of a module that the buyer approved (§4 point 2); b. the buyer's data that is wrong or not complete; c. an error, an omission or a delay of a public source, of a bank, of the payment provider or of a network; d. a use of the product against this contract.
  5. A third party's claim against Settled. The buyer compensates Settled for the damage and the reasonable costs of a claim by a third party, when the claim comes from the buyer's data. The same holds when the claim comes from the buyer's use of the product against this contract or against a law.
  6. A third party's claim against the buyer. Settled compensates the buyer for the damage and the reasonable costs of a claim by a third party that the product infringes its intellectual property. This holds when the buyer used the product as this contract allows. The buyer tells Settled of the claim at once and lets Settled conduct the defence.
  7. No limit. Points 2 to 4 do not apply to fraud, to an intended fault (« dol ») or to a gross fault (« faute lourde »). They do not apply to death or to the injury of a person. They do not apply to what the law does not let a party limit.
  8. The data protection law. The limits of this section do not change what a party owes to a person or to an authority under the GDPR (Data Processing Agreement, §20 point 2).
  9. Force majeure. A party does not answer for a delay or a failure caused by an event outside its reasonable control, for the time of that event. A payment that is due is not such a failure.
  10. The time to claim. A party brings a claim under this contract within one year after it learns of the event that causes the claim.

18. Confidentiality

  1. Each party keeps secret what it learns of the other party's business under this contract. It uses it for the contract only.
  2. This duty does not cover what is public, what the receiving party already knew or made itself, or what a law or an authority requires it to disclose.
  3. This duty lasts 5 years after the end of the contract. For personal data and for a professional secret, the Data Processing Agreement applies, with no end.

19. A change of these Terms of Service

  1. Settled can change these Terms of Service. It sends the new version to every Owner 30 days or more before it applies, with what changed.
  2. An Owner accepts the new version in the product. It applies to the buyer from the day of that acceptance.
  3. A buyer that does not accept the new version keeps the version it accepted, until the end of each paid term. Its subscriptions then do not renew.
  4. A change that a law orders applies on the date the law sets.

20. General

  1. Messages. Settled writes to the buyer in the product and by email to its Owners. The buyer writes to Settled in Support, or by registered post to Settled's registered office.
  2. A transfer of the contract. The buyer cannot pass the contract to another person without Settled's written agreement. Settled can pass it to a company that takes over its business, and tells the Owners.
  3. An invalid clause does not change the other clauses.
  4. A right that a party does not use stays its right.
  5. The whole contract. The contract is the whole agreement of the parties on its subject. It replaces every earlier discussion and document on that subject.
  6. Proof. The records of the product are proof of the orders, the acceptances and the acts done in the account, until the contrary is shown.
  7. Language. These Terms of Service are written in English. Where a translation differs from the English text, the English text applies.

21. Law and courts

  1. Luxembourg law applies to the contract.
  2. The parties first try to settle a dispute between them, within 30 days after one party writes to the other.
  3. After that, the courts of Luxembourg City alone decide.