Terms of service

1. About these terms

These terms form the agreement between Ashleigh Hall, a sole trader trading as Tolvi Software, of 17 Robert Tressell Close, Hastings, TN34 1UP, United Kingdom ("Tolvi", "we", "us"), and the firm or business that signs up for Tolvi ("you", "the firm"). If Tolvi's business is later transferred to a company, we may transfer this agreement to it under section 18.

Tolvi is for businesses, such as accountancy practices, and not for consumers. The person who accepts these terms confirms they are authorised to bind the firm. If the firm has signed a separate written agreement with us, that agreement takes priority where it differs.

A business that uses Tolvi Books, our bookkeeping software for small businesses, contracts with us directly under these terms, whether it signs up itself or its accountancy practice sets it up. For a business using Tolvi Books, "the firm" in these terms means that business, and section 19 adds terms that apply to Tolvi Books and take priority over sections 1 to 18 where they differ. A sole trader uses Tolvi Books for their business, not as a consumer.

2. Definitions

• Service: the Tolvi web application, including Tolvi Hub, Tolvi Working Papers, Tolvi Accounts, Tolvi Corporation Tax, Tolvi Self Assessment, Tolvi Meetings and the Admin console, Tolvi Books, API, MCP server and related support.
• Users: the people the firm invites to use the Service.
• Firm Data: everything the firm or its Users put into the Service or connect to it, including client trial balances, documents and working papers.
• Year-end File: one client's file in Tolvi (for example the working papers and tax computation for one entity for one period). A set of accounts in Tolvi Accounts or a return in Tolvi Corporation Tax or Tolvi Self Assessment is not a Year-end File.
• Plan: the subscription the firm chooses, with an allowance of Year-end Files per plan year, or for Tolvi Books the plan for one business.
• Books Data: a business's books in Tolvi Books: its ledger, bank statement lines, customers and suppliers, invoices, receipts and VAT records.
• Practice Link: the access a business gives an accountancy practice to its Books Data in Tolvi Books.

3. Accounts and users

The firm controls who has access, and what each User can do, through roles in Settings. The firm is responsible for its Users' actions in the Service, for keeping sign-in details secure, and for removing access when someone leaves. Tell us straight away at support@tolvi.co.uk if you think an account has been compromised.

4. Free trial

A new firm can use Tolvi free for 30 days, including 5 Year-end Files, without giving card details. To start more Year-end Files during the trial, or any new Year-end File after it, the firm must choose a Plan. If the trial ends without a Plan, the firm can still sign in, view and export its files, but cannot start new Year-end Files. Trial accounts that stay unused may be closed under section 16 after we have emailed the firm.

5. Plans, fees and payment

• Prices are those on our pricing page when the firm subscribes or renews. Tolvi is not currently VAT-registered, so no VAT is charged; if we register, VAT will be added at the applicable rate from that date.
• Monthly plans are billed monthly in advance and can be cancelled with one month's notice.
• Annual plans are paid yearly in advance at a discount. They run for the full year and are not refundable part-way through, except where these terms or the law say otherwise.
• Allowance: a Year-end File counts against the Plan's allowance when it is started, however it is started (web, bulk, API or MCP). The allowance is pooled across the plan year. A Year-end File cancelled within 14 days of being started, before any sign-off, is returned to the allowance.
• Extra Year-end Files beyond the allowance are billed in arrears at the Plan's rate per Year-end File shown on the pricing page. Work is never stopped because the allowance has been used.
• Changes of Plan: upgrades apply straight away and are charged pro rata; downgrades apply from the next renewal.
• Payment is taken by our payment provider, Stripe, by card or Bacs Direct Debit. Invoices are payable on receipt.
• Late payment: if an invoice is unpaid 14 days after it is due, we may stop the firm starting new Year-end Files until it is paid. Viewing and exporting files is never blocked for non-payment.
• Price changes apply from the firm's next renewal, and we will give at least 30 days' notice by email.

6. Tolvi AI and tokens

Each Plan includes a monthly allowance of AI tokens, which resets each month and does not roll over. Token packs bought as top-ups expire 12 months after purchase and are not refundable. Plan tokens are used before pack tokens.

AI features produce suggestions. They can be wrong or incomplete, and nothing they suggest changes a file until a User accepts it. Firm Data sent to AI features is processed as described in our privacy notice and is not used to train AI models. Firms can switch AI features off.

7. Using Tolvi properly

The firm must not, and must make sure its Users do not:

• use the Service unlawfully, or upload anything the firm has no right to use;
• upload malware, or try to break, probe or get around the Service's security or another firm's data;
• overload the Service or use it in a way that harms other customers, including going beyond published API rate limits;
• copy, resell or build a competing product from the Service, or reverse engineer it except where the law allows;
• share sign-in details between people (each person needs their own User account).

8. Your professional responsibility

Tolvi is a tool that helps qualified people prepare and review working papers, statutory accounts and tax returns. It does not give accounting, tax, legal or audit advice, and it does not replace the professional judgement of the firm and its Users. Calculations (including tax computations, capital allowances and deferred tax), mappings, checks and AI suggestions are based on the data and settings provided and on the rules built into the Service at the time. The firm remains responsible for checking them, for the accounts and returns it prepares, and for meeting its professional and regulatory obligations.

9. Your data

The firm (or its clients) owns Firm Data. The firm gives us the right to host, copy, process and display Firm Data only as needed to provide, secure and support the Service, and as set out in section 10. We may use aggregated information that does not identify the firm, its clients or any person to run and improve the Service.

The firm is responsible for having the right to put Firm Data into Tolvi, including any notices or permissions its clients need.

10. Data processing terms

This section forms the data processing agreement required by Article 28 of the UK GDPR. For personal data in Firm Data, the firm is the controller and Tolvi is the processor. For personal data in Books Data, the business is the controller and Tolvi is the processor; section 19.8 sets out how this applies when an accountancy practice acts for the business.

• Subject matter and duration: providing the Service, for as long as this agreement lasts and until the data is deleted or returned.
• Nature and purpose: hosting, storing, organising, calculating, displaying, exporting and deleting data, so the firm can prepare and review working papers, statutory accounts and tax returns, or, for Tolvi Books, so the business can keep its books, raise invoices, keep its receipts, work out its VAT and share its books with its accountancy practice.
• Types of personal data: names, contact details, financial and accounting information, payroll and tax information, and National Insurance numbers, dates of birth and repayment bank details on tax returns, loans to directors and other participators, and any other personal data contained in client records and documents the firm uploads; for Tolvi Books also bank transactions, customers' and suppliers' details, invoices, receipts and their images, VAT records and, when filing with HMRC is available, the device and connection information HMRC requires.
• Data subjects: the firm's clients and their directors, partners, members, employees, customers and suppliers, and the firm's own staff; for Tolvi Books, the business's owners, staff, customers and suppliers, and anyone else named in its books or receipts.
• Instructions: we process the data only on the firm's documented instructions, which are these terms and the firm's use and configuration of the Service, unless the law requires otherwise (in which case we will tell the firm unless the law forbids it).
• Confidentiality: everyone we authorise to process the data is bound by confidentiality.
• Security: we maintain appropriate technical and organisational measures, including UK hosting, encryption in transit and at rest, database-enforced separation between firms, access controls with multi-factor authentication, logging, malware scanning of uploads, and backups.
• Sub-processors: the firm gives general authorisation for the sub-processors listed in our privacy notice. We will give at least 30 days' notice of any new sub-processor by email, and the firm may object on reasonable data protection grounds; if we cannot resolve the objection, the firm may end the agreement and receive a pro rata refund of prepaid fees. We impose equivalent data protection obligations on each sub-processor and remain responsible for them.
• International transfers: Firm Data and Books Data are held in the UK (AWS London). If the firm uses Tolvi Meetings, meeting recordings and their transcription are processed by our sub-processor Recall.ai in the EU (Frankfurt, Germany, and Dublin, Ireland), under the UK's adequacy regulations, and the recordings are deleted once the transcript and summary are saved. Otherwise we will not transfer Firm Data outside the UK except with appropriate safeguards under UK data protection law.
• Assistance: we will help the firm, taking into account the nature of the processing, to respond to requests from data subjects, and with security, breach notification, data protection impact assessments and consultation with the ICO.
• Personal data breaches: we will notify the firm without undue delay, and in any case within 48 hours, after becoming aware of a breach affecting Firm Data, with the information the firm needs to meet its own obligations.
• Deletion or return: at the end of the agreement the firm can export its data (section 16), after which we delete it, unless the law requires us to keep it.
• Audits: we will make available the information needed to show compliance with this section, and allow for and contribute to reasonable audits, on reasonable notice, at most once a year unless required by a regulator or after a breach.

11. Connected software

If the firm connects a client's bookkeeping software (such as Xero, QuickBooks, Sage or FreeAgent), it does so under that provider's terms, and confirms it is authorised by the client to do so. We are not responsible for third-party services, their availability or changes to their APIs, though we will do our best to keep connections working. The firm can disconnect at any time.

12. Availability, support and changes

We aim to keep the Service available at all times apart from planned maintenance, which we will try to schedule outside UK working hours and announce in advance where it is significant. Support is by email at support@tolvi.co.uk; Plans that include priority support or a support service level receive it as described on the pricing page or in a separate agreement.

We improve Tolvi continually and may change features. We will not make a change that materially reduces the core functionality of a Plan during its current term without giving the firm the right to end the agreement and receive a pro rata refund of prepaid fees.

13. Intellectual property

We own the Service and all intellectual property in it, including the software, design and documentation. The firm receives a non-exclusive, non-transferable right for its Users to use the Service for the firm's business during the agreement. If the firm sends us feedback or suggestions, we may use them without obligation.

14. Confidentiality

Each party will keep the other's confidential information confidential and use it only for this agreement, except information that is public, already known, independently developed, or that must be disclosed by law. Firm Data is the firm's confidential information.

15. Suspension

We may suspend access, in whole or in part, if it is reasonably necessary to protect the Service, other customers or Firm Data (for example a security threat or a serious breach of section 7), or as described in section 5 for late payment. We will give notice and restore access as soon as the reason has been dealt with.

16. Ending the agreement

• The firm can end a monthly Plan with one month's notice, and an annual Plan with effect from its next renewal, in Settings → Billing or by emailing us.
• Either party may end the agreement immediately by notice if the other materially breaches it and does not put the breach right within 30 days of being asked, or becomes insolvent.
• We may end the agreement with 90 days' notice, in which case we will refund any prepaid fees for the period after it ends.
• After the agreement ends, the firm can sign in and export its files for 30 days. We then delete Firm Data from the live Service within a further 60 days, and it leaves our rolling backups within 35 days after that, unless the law requires us to keep it or the firm asks us in writing to return it in a standard format.
• Sections that by their nature should continue (including 8, 9, 10, 14, 17, 18, 19.3, 19.7, 19.8 and 20) survive the end of the agreement.

17. Liability

• Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot be limited by law.
• Neither party is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
• Subject to the first point, each party's total liability under or in connection with this agreement in any 12-month period is limited to the fees paid and payable by the firm in that period, or £[amount] if greater. A higher limit of [two times the fees / £amount] applies to breaches of section 10 (data processing) and section 14 (confidentiality).
• Except as set out in these terms, the Service is provided without warranties, and all implied terms are excluded to the extent the law allows.

18. General

• Changes to these terms: we may update these terms. We will give at least 30 days' notice by email of any change that materially affects the firm; changes take effect from the next renewal for annual Plans unless the firm agrees sooner.
• Notices: we will send notices to the email address of the firm's account owner; the firm can send notices to support@tolvi.co.uk.
• Events outside our control: neither party is liable for delay or failure caused by events beyond its reasonable control.
• Assignment: the firm may not transfer this agreement without our consent, not to be unreasonably withheld. We may transfer it to a buyer of all or part of our business on notice.
• Entire agreement: these terms, together with any order or written agreement that refers to them, are the whole agreement between the parties about the Service.
• Third parties: no one else has rights under this agreement under the Contracts (Rights of Third Parties) Act 1999.
• Law and courts: this agreement and any dispute about it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

19. Tolvi Books

This section applies to a business using Tolvi Books, and to an accountancy practice that sets up, pays for or works in a business's Tolvi Books.

19.1 Who the agreement is with

The agreement for Tolvi Books is between Tolvi and the business. If a practice sets up Tolvi Books for a client, the practice confirms it has the client's authority to do so under its own engagement with the client, and it administers the business's Tolvi Books on the business's behalf until a person at the business accepts these terms and takes it over. [Whether the practice is the business's agent or contracts in its own right in this period: for legal review.]

19.2 Trial and plans

• A new business can use Tolvi Books free for 30 days without giving card details. If the trial ends without a plan, the books become read-only: the business can still sign in, see its books and download its reports, but cannot add to them until it chooses a plan.
• Each business needs its own plan. The plan follows what the business is (a sole trader, a company, LLP or partnership, or a business registered for VAT), at the prices on our pricing page. A business may choose a higher plan than it needs, but not a lower one.
• A business paying for itself pays monthly or annually in advance through Stripe. Upgrades apply straight away and are charged pro rata. Downgrades and cancellation take effect at the end of the period already paid for.
• A practice may pay for a client's Tolvi Books at the practice price (30% off the monthly price) on its own Tolvi subscription. If the practice stops paying, or the link between them ends, the business has 30 days to choose its own plan before its books become read-only.
• Tolvi AI in Tolvi Books is included in the plan within fair use. Past the monthly fair-use allowance, work carries on and nothing more is charged, but we may contact the business about unusually heavy use.

19.3 The business's responsibilities

Tolvi Books helps a business keep its books. It does not give accounting, tax or legal advice, and it does not replace an accountant. The business remains responsible for its books and records, for checking what Tolvi Books and Tolvi AI suggest before confirming it, for the returns and accounts made from its books, for paying its taxes on time, and for keeping its records for as long as the law requires. The tax to set aside shown in Tolvi Books is an estimate based on the books and the assumptions shown with it, not a calculation of tax due.

19.4 VAT and HMRC

Filing VAT returns with HMRC through Making Tax Digital from Tolvi Books is not yet available. When it becomes available, a business may connect Tolvi Books to HMRC and file through it. A return is filed only when a person authorised by the business, or its accountant with the right access, makes HMRC's declaration in Tolvi Books; Tolvi never files on its own. Filing is under HMRC's terms of use as well as these terms. The business is responsible for the figures it files, and Tolvi is not responsible for HMRC's systems or for penalties or interest arising from a return's contents. [Liability for errors in Tolvi's own VAT calculations: for legal review.]

19.5 Bank data

Bank feeds are not yet available in Tolvi Books, and are coming. Until then the business uploads statements from its bank. When bank feeds are available, a business will be able to connect a bank account through a regulated open-banking provider, under that provider’s terms and the consent the business gives it, which the business can withdraw at any time. Tolvi is not responsible for errors or gaps in what a bank or provider sends. [Tolvi's regulatory position with the provider (for example as its agent) and the resulting terms: for legal review once the provider is chosen.]

19.6 Accountancy practices

• A business may link one or more accountancy practices to its Tolvi Books and choose the access each has: full bookkeeping, year-end adjustments only, or read only. The business can change or end a practice's access at any time, with effect straight away.
• A practice works in a business's Tolvi Books under its own engagement with the business. Tolvi is not a party to that engagement and is not responsible for the practice's work or advice. Every change a practice makes is recorded with the person and the practice, and the business can see it.
• A practice using Tolvi Books for clients is also bound by sections 1 to 18 as a firm. It must use a business's Books Data only for its work for that business, and only while the Practice Link lasts.
• Ending a Practice Link does not move or delete the books. What a practice has already taken into its own Tolvi working papers (for example a trial balance version) remains the practice's Firm Data.

19.7 The business's data and receipts

The business owns its Books Data. Receipts and bills in the books are kept as the files the business provided, unchanged, as its record. A receipt that isn't in the books can be deleted by the business. Viewing the books and downloading reports are never blocked for non-payment. When a Tolvi Books subscription or trial ends and no new plan follows, the business keeps read-only access to its Books Data for 6 years: its people can sign in, view the books, download reports as CSV or PDF, export its records and open its receipts, but not change anything. Six years covers HMRC's record-keeping periods (6 years for VAT and company records, and 5 years after the 31 January filing deadline for self assessment). Choosing a plan again restores full use. After the 6 years we delete Books Data from the live Service as described in section 16, unless the law requires us to keep it or the business asks us in writing to keep or return it. [Read-only retention for 6 years after the agreement ends, how it fits section 16 and whether the business may ask for earlier deletion: for legal review.]

19.8 Data processing for Tolvi Books

• A business using Tolvi Books: the business is the controller of the personal data in its Books Data and Tolvi is its processor, under section 10.
• A practice acting for a client: while a practice administers a client's Tolvi Books before the business takes it over (section 19.1), the practice gives Tolvi instructions on the business's behalf and confirms it is authorised to do so. [Whether the practice is the controller, or a processor for the business, in this period: for legal review.]
• A linked practice: within the business's Tolvi Books, Tolvi processes Books Data for the business, and a linked practice reaches it only as the business allows. Each practice is a separate controller for its own use of the business's data in its work for the business; data the practice takes into its own Tolvi working papers becomes its Firm Data, for which the practice is the controller and Tolvi its processor under section 10. [The joint or separate controller position between business and practice: for legal review.]
• Sub-processors and transfers: the sub-processors listed in our privacy notice apply to Tolvi Books, including the open-banking provider once bank feeds start (which we will add with 30 days' notice under section 10). HMRC and linked practices receive data as separate controllers, not as our sub-processors.
• Breaches: we notify the business, as controller, under section 10. Where a breach also affects a linked practice's use of the data, we will tell the practice too.

20. Accounts and tax returns

This section applies to a firm using Tolvi Accounts, Tolvi Corporation Tax or Tolvi Self Assessment. [This section is new and hasn't been reviewed: for legal review.]

• Beta: these products are in beta. They are included for every firm with no charge while they are, and we will give at least 30 days' notice by email before charging for any of them. [Terms that apply to a product in beta, including any different liability position: for legal review.]
• Responsibility: section 8 applies. The firm is responsible for the accounts and returns it prepares, for getting the approval of a company's directors and each client's confirmation, for what it files and for meeting filing deadlines. Tolvi records approvals and confirmations that people at the firm enter; it does not obtain them. [Liability for errors in Tolvi's own tax calculations and for HMRC or Companies House penalties: for legal review.]
• Filing: Filing returns with HMRC from Tolvi is not yet available. Until it is, the firm files through other software. When it becomes available, a return will be filed only when a person allowed to do so at the firm files it; Tolvi will never file on its own. Tolvi does not file anything with Companies House. Nothing in Tolvi means HMRC or Companies House has checked or endorsed the Service.
• Agent sign-ins: a firm may save its own HMRC agent sign-ins in the Service. The firm confirms it is allowed to do so under HMRC's terms and is responsible for who at the firm can use them. [Stored sign-ins and HMRC's terms for them: for legal review.]