Our end-user licence agreement and terms of use

1.1. What these terms cover. These are the terms and conditions (Terms) on which we supply Services (as defined in Clause 3.1 below) to you whether via our web app https://app.auderli.com or via our native app (Our App). By accessing, browsing or otherwise using Our App by any means and via whatever device or registering your details with us, you confirm that you accept these terms of use and you agree to abide by the terms and conditions of these Terms. If you do not agree to these Terms, you must not use Our App.

1.2. Why you should read them. Please read these Terms carefully before you create an account via Our App or use the Services. If you think that there is a mistake in these Terms, please contact us to discuss and do not use Our App or the Services.

1.3. These are other terms that may apply to you. The following additional terms also apply to your use of Our App:

(a) Our Privacy Policy which sets out information about how we use your personal information.

(b) Our Cookie Policy which sets out information about the cookies on Our App.

(c) Google's Terms of Service which are relevant due Our App's address lookup functionality via the Google Maps API.
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1.4. Changes to these Terms. We amend these Terms from time to time. Every time you wish to use Our App, please check these Terms to ensure you understand the terms that apply at that time. These Terms were most recently updated on 27th January 2023. We will give you at least 15 days’ notice by e-mail of any changes to these Terms and after such period has expired you will need to accept such changes when you next start Our App. If you do not accept the notified changes you will not be permitted to continue to use Our App and you may apply to us for a refund, which will reflect the period Our App and Our Services have been available to you prior to termination, however you will only be eligible for a refund if the changes we have made to these Terms are material.

1.5. Our App is only for users in the United Kingdom. Our App is directed to people residing in the United Kingdom. We do not represent that content available on or through Our App is appropriate for use or available in other locations.

2.1. Who we are. We are Auderli Limited, a company registered in England and Wales. Our company registration number is 11818553 and our registered office is Stanford Gate, South Road, Brighton, BN1 6SB, United Kingdom. Our brand name is "Auderli".

2.2. How to contact us. You can contact us by e-mailing our customer service team at support@auderli.com.

2.3. How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you have provided to us or by way of SMS.

2.4. "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails and SMS.

3.1. Licence. We licence you to use:

(a) “Auderli” mobile application software, the data supplied with Our App and any updates or supplements to it;

(b) the related online or electronic documentation (Documentation); and

(c) the service you connect to via Our App and the content we provide to you through Our App (Services), as permitted in these Terms.

3.2. App store's terms may also apply. The ways in which you can use Our App and Documentation may also be controlled by the rules and policies of the app store where you downloaded Our App so you should carefully review those terms.

4.1. Device requirements. Our App requires a desktop computer or an Apple or Android device.

5.1. How you may use Our App. In return for your agreeing to comply with these Terms you may:

(a) download a copy of Our App onto up to a maximum of 3 phones or devices and view, use and display Our App and the Services on such devices for your personal purposes only;

(b) use any Documentation to support your permitted use of Our App and the Services;

(c) provided you comply with the licence restrictions set out in these Terms, make up to 1 copy of Our App and the Documentation for back-up purposes; and

(d) receive and use any free supplementary software code or update of Our App incorporating "patches" and corrections of errors as we may provide to you.

5.2. You may not transfer Our App to anyone else. We are giving you personally the right to use Our App and the Services as set out in Clause 5.1 above. You may not transfer Our App or any Services to someone else, whether for money, for anything else or for free. If you sell any device on which Our App is installed, you must first remove Our App from it. 3. If someone else owns the phone or device you are using. If you downloaded Our App onto any phone or other device not owned by you, you must have the owner's permission to do so and you will still be responsible for complying with these Terms on that device.

6.1. Updates to Our App and changes to the Services. From time to time, we may automatically update Our App and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update Our App for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using Our App and the Services. Our App will always work with the current and previous version of your devices operating system (as it may be updated from time to time) and match the description of it provided to you when you bought it.

7.1. User account. You will be required to set up an account with us (User Account) if you wish to use Our App and access the Services. To obtain a User Account, you are required to complete a registration process. You hereby represent to us that all information submitted to us during the registration process is accurate and true and you undertake to keep your registration information up to date.

7.2. Children. If you are under 16 you may use Our App only with the involvement of a parent or guardian. We will need to enter your parent(s)’s details and we may contact them to verify your use is with permission.

7.3. Responsibility for your User Account. A one-time passcode (OTP) will be sent to your registered phone or e-mail address every time you access Our App. You are responsible for maintaining the confidentiality of your User Account and for restricting access to your device, your e-mails and your User Account. This includes keeping your User Account details secret such as your User Account ID and any OTP and not allowing other users to use your User Account or access your e-mails. You agree to notify us immediately if you have any reason to believe the security of your User Account has been compromised. You must log off each time at the end of the session. We shall bear no liability for any harm, loss or damage resulting from your failure to comply with the requirements of these Terms and you indemnify us against all costs, losses or expenses that may arise from your failure to protect your User Account in accordance with these terms.

7.4. Responsibility for purchases. You are responsible for all use of your User Account, including all purchases and online conduct (except where such use is directly due to our error) including if you are the parent or guardian of a user under the age of 16. You may be liable for unauthorised usage of your User Account because of failing to keep your information secure. If you believe you have been a victim of crime in relation to Our App (including any fraudulent activity on your User Account) you should immediately contact us.

7.5. Closure or suspension of your User Account. You acknowledge and agree that we shall be entitled to terminate or suspend your User Account at our sole discretion without any notice to you in the event of your breach of these Terms or without any reason. You understand that termination of your User Account may lead to blocking, deletion and limitation of your access to content, materials, information and files uploaded, shared, submitted and made available in association with your User Account, as well as access to some or all of the Services.

8.1. Our contract: Our Services are offered in the following plans and for the following charges:

(a) Starter - there is no charge for this plan.

(b) Essential - this is either a paid monthly subscription service where you will pay monthly in advance, or a paid annual subscription service where you will pay annually in advance. These charges will be payable in full in advance and are non-refundable other than as set out in Clause 1.4 above, Clause 10.4 below or Clauses 12.1(b)(i) - (iii) below.

The tier benefits are as follows:

(a) Starter - you can only store 5 Estate Data (as defined in Clause 8.4 below) within Our App and upload only 10 files which you can choose to share with Collaborators (as defined in Clause 8.5 below). Collaborators will not be able to add to / edit your Estate Data but will be able to view / download your Estate Data.

(b) Essential – you can add unlimited Estate Data within Our App and upload unlimited files which you can choose to share with Collaborators. Collaborators will be able to add to / edit your Estate Data and view / download your Estate Data. Once you have selected the required Services via Our App, a contract will be formed between us. If you have chosen the Essential plan, automated subscriptions for the initial month or the initial year, as the case may be, will be initiated via our 3rd party payment gateway (https://stripe.com) (Stripe).

8.2. Duration of our contract: The duration of our contract depends on whether you select the Starter or the Essential plan:

(a) Starter – Our contract will be on a rolling basis and you may stop using Our App and terminate our contract at any time without giving us notice.

(b) Essential (monthly) – Our contract will initially be for 1 month from your first payment date. Unless you terminate our contract as set out in Clause 12 below, your subscription will automatically renew for an additional 1 month, and an additional monthly subscription fee will be automatically charged via Stripe. Our contract will auto-renew on an ongoing monthly basis until terminated as set out in Clause 12 below or until you downgrade to the Starter plan (as set out in Clause 8.3 below).

(c) Essential (annual) – Our contract will initially be for 12 months from your first payment date. Unless you terminate our contract as set out in Clause 12 below, our subscription will automatically renew for an additional 12 months, and an additional annual subscription fee will be automatically charged via Stripe. Our contract will auto-renew on an ongoing annual basis until terminated as set out in Clause 12 below or until you downgrade to the Essential (monthly) plan or the Starter plan (as set out in Clause 8.3 below).

8.3. Upgrades/downgrades: You may upgrade/downgrade your chosen plan by e-mailing us at support@auderli.com or by using the specified functionality within Our App as set out below:

(a) Starter – you may upgrade to either the Essential (monthly) plan or the Essential (annual) plan at any time, subscription charges for the initial month or year, as the case may be, will be initiated via Stripe and the upgrade will start from such payment date.

(b) Essential -

(i) you may upgrade the Essential (monthly) plan to the Essential (annual) plan at any time, an automated subscription for the initial year will be initiated via Stripe at the end of the then current monthly subscription period and the upgrade will start from such payment date;

(ii) you may downgrade the Essential (monthly) plan to the Starter plan at any time, the downgrade will start at the end of the then current monthly subscription period and no further payments will be initiated via Stripe;

(iii) you may downgrade the Essential (annual) plan to the Essential (monthly) plan at any time, an automated subscription for the initial month will be initiated via Stripe at the end of the then current annual subscription period and the downgrade will start from such payment date; and

(iv) you may downgrade the Essential (annual) plan to the Starter plan at any time, the downgrade will start at the end of the then current annual subscription period and no further payments will be initiated via Stripe.

8.4. Services. Within Our App you will be able to enter details of your assets such as any real property, personal property or intangible property you own, details of your bank accounts or any cryptocurrency you hold, and any pensions or insurance policies your hold as well as your liabilities such as any mortgages, bank loans, car loans or credit card debts (Estate Data). Once you have entered your Estate Data, Our App may perform certain calculations on the Estate Data, for example to give you the estimated value of your estate or to estimate your tax liability, but the content on Our App is provided for general information only and such calculations should not be depended upon as tax, accounting or legal advice and you should not rely on such content under any circumstances, and you should seek advice from a qualified professional person acting in that role. Although we make reasonable efforts to update the information on Our App, we make no representations, warranties or guarantees, whether express or implied, that the content on Our App is accurate, complete or up to date.

8.5. Third party access. Within Our App you will be able to share your Estate Data with people you trust such as, for example, your spouse, friend, beneficiary or a trusted third party advisor such as your accountant or your lawyer (each a Collaborator). Note that:

(a) a Collaborator will first have to create a User Account and they will have to accept your invitation sent within Our App before they can become a Collaborator and therefore access your Estate Data, and these access rights can be revoked at any time via Our App;

(b) if you are using the Starter plan, Collaborators will not be able to add to / edit your Estate Data but are able to view / download your Estate Data;

(c) if you are using the Essential plan, as well as being able to view / download your Estate Data, you may grant Collaborators the right to add to / edit your Estate Data, and these rights can be revoked at any time via Our App.

Please only invite people you trust to become a Collaborator and please note that if you disclose your Estate Data to a Collaborator or to any other third party you do so entirely at your own risk, and we shall bear no liability for any harm, loss or damage resulting from such disclosure by you which shall include if you lose your device(s) or if someone gains unauthorised access to your device(s).

8.6. Third party websites. Our App or the Services may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

8.7. Your consumer rights. Your consumer rights are not affected in any way by using Our App.

8.8. Circumstances beyond the control of us or you. If the event of any failure by either of us due to something outside of the respective party’s reasonable control, then that party will advise the other party as soon as reasonably practicable, and the party's obligations will be suspended so far as is reasonable, provided that that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid.

9.1. How you may use material on Our App. We are the owner or the licensee of all intellectual property rights in Our App, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may print off one copy, and may download extracts, of any page(s) from Our App for your personal use. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of content on Our App must always be acknowledged. You must not use any part of the content on Our App for commercial purposes without obtaining a licence to do so from us or our licensors. If you print off, copy or download any part of Our App in breach of these terms of use, your right to use Our App will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

9.2. Our trade marks are registered. “Auderli” and the “Auderli” logo are UK registered trade marks of Auderli Limited. You are not permitted to use them without our approval.

9.3. Prohibited actions. You agree that you will:

(a) not sell, resell, rent, lease, sub-license, loan, publish, distribute, redistribute, provide, or otherwise make available, Our App in any form, in whole or in part, to any person without prior written consent from us;

(b) not copy Our App except as part of the normal use of Our App or where it is necessary for the purpose of back-up or operational security;(c) not translate, merge, edit, adapt, vary, alter or modify, the whole or any part of Our App nor permit Our App or any part of it to be combined with, or become incorporated in, any other programs, applications or digital content;

(d) not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of Our App;

(e) not attempt to, or assist, authorise or encourage any person to circumvent, disable or defeat, interfere with or disrupt the safety, security or performance of Our App;

(f) not access or use the source code of Our App; and

(g) comply with all applicable technology control, export control and trade sanctions laws and regulations relating to Our App.

9.4. Acceptable use restrictions. You must not (or permit or assist others to):

(a) use Our App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into Our App or the Services;

(b) use Our App to access, store or distribute any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; use Our App to facilitate illegal activity or in any way that depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or is otherwise illegal or causes damage or injury to any person or property;

(c) infringe our intellectual property rights or those of any third party in relation to your use of Our App, including by the submission of any content or material (to the extent that such use is not licensed by these Terms);

(d) treat, interact with, or communicate with our staff in a way, which is unlawful, or can reasonably be considered to be offensive, harmful, threatening, intimidating, abusive, harassing, menacing, hateful, or racially or ethnically offensive, discriminatory or inflammatory;

(e) use Our App in a way that could damage, disable, overburden, impair or compromise Our App or our systems or security or interfere with other users of Our App; or(f) collect or harvest any information or data from Our App or attempt to decipher any transmissions to or from the servers running Our App.

9.5. We do not guarantee availability of Our App. We will use reasonable skill and care to provide Our App to you and to keep Our App safe, secure, virus-free and error-free but we do not guarantee that your use of Our App will be safe, secure, uninterrupted, virus-free or error free. We will use reasonable endeavours to maintain the availability of Our App to you, but we do not guarantee 100% availability. For example, Our App may become temporarily unavailable for maintenance, repairs, updates, upgrades, or due to network or equipment failures. Although we make reasonable efforts to update the information provided by Our App and the Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date. You are responsible for configuring your information technology, computer programmes and platform to access Our App. You should use your own virus protection software.

9.6. We may suspend or withdraw Our App. We do not guarantee that Our App, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of Our App for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

9.7. Back-up content and data used with Our App. We recommend that you back up any content and data used in connection with Our App to protect yourself in case of problems with Our App or the Services.

9.8. Check that Our App and the Services are suitable for you. Our App and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Our App and the Services meet your requirements.

9.9. Rules about linking to Our App. You may link to Our App, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

10.1. Our liability and limits on our liability. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Terms, both we and you knew it might happen. We shall not be liable to you, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss, arising under or in connection with Our App and the Services. Our total liability to you for all losses arising under or in connection with Our App and the Services, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the total sums paid by you to us in the 6 months immediately preceding your claim.

10.2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors or for fraud or fraudulent misrepresentation.

10.3. We are not liable for business losses. If you use Our App for any commercial, business or resale purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

10.4. We are not responsible for events outside our control. If our provision of the Services or support for Our App or the Services is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received (if relevant).

11.1. How we may use your personal information. Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Policy and we will only use your personal information as set out in our Privacy Policy.

11.2. Internet transmissions are never completely secure. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using Our App may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

12.1. You ending our contract.

(a) If you are using the Starter plan you may stop using Our App at any time without giving us notice.

(b) If you are using the Essential plan:

(i) you may end our contract at any time by contacting us and deleting Our App from all devices if we break these Terms materially or repeatedly, and, if what we have done can be put right, we fail to put it right after you have notified us of that breach and given us a reasonable opportunity to do so. If you end our contract because we break it, you may be entitled to compensation for the loss you incur as a result of us breaking our contract;

(ii) if Our App or Our Services are faulty or misdescribed, you may have a legal right to end our contract or to get Our App fixed or replaced, or the Services forming part of Our App re-performed, or to get some or all of your money back;

(iii) even if we are not at fault as set out above, you can end our contract within the statutory 14-day so-called “cooling-off” period, starting from when we initiate the initial payment request via Our App, by e-mailing us at support@auderli.com or by using the specified functionality within Our App, and in which case you will receive a full refund;

(iv) other than as stated above, you can cancel at any time before by e-mailing us at support@auderli.com or by using the specified functionality within Our App:

(a) if you on the Essential (monthly) plan you will still be able to access the benefits of the Essential (monthly) plan for the remainder of the then current monthly term, after which time you will be automatically downgraded to the Starter plan, note that no refund of any charges you have paid will be given in this case; and

(b) if you on the Essential (annual) plan you will still be able to access the benefits of the Essential (annual) plan for the remainder of the then current annual term, after which time you will be automatically downgraded to the Starter plan, note that no refund of any charges you have paid will be given in this case.

12.2. We ending our contract. We may end your rights to use Our App and to access the Services at any time by contacting you if you have broken these Terms in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so. If we end your rights to use Our App and to access the Services, then:

(a) you must stop all activities authorised by these Terms, including your use of Our App and any Services;

(b) you must delete or remove Our App from all devices in your possession; and

(c) no refund of any charges you have paid will be given.

13.1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

13.2. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.

13.3. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of these Terms.

13.4. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

13.5. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

13.6. Which laws apply to this contract and where you may bring legal proceedings. These Terms are governed by English law and you can bring legal proceedings in the English courts. If you live in Scotland, you can bring legal proceedings in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in either the Northern Irish or the English courts.

13.7. Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to CEDR (or the Centre for Effective Dispute Resolution) via their website at https://www.cedr.com. CEDR will not charge you for making a complaint and if you are not satisfied with the outcome, you can still bring legal proceedings.