Terms of Service

These Terms of Service (“Terms”), together with our Privacy Notice and any plan-specific terms shown to you when you sign up, form the contract between you and Axion London Limited (“Kontala”, “we”, “us” or “our”) for your use of the Kontala service.

Axion London Limited is an independent private company registered in England and Wales under company number 17153114, with its registered office at 124 City Road, London, EC1V 2NX. It is not owned by, and does not form part of, any wider group of companies.

By creating an account or otherwise using the service, you confirm that you accept these Terms. If you do not agree to them, you must not use the service. This contract is concluded in English. Your use of our website is also governed by our Website Terms.

In these Terms, the following words have the following meanings:

Account Holder

the sole trader, partnership or company in whose name a Kontala account is opened and who is responsible for it.

Add-ons

optional features or modules that are available for an additional charge.

Kontala account

the account that enables you to access and use the service.

Prohibited Jurisdiction

any country or territory we identify from time to time, or any place where providing the service to you would be unlawful.

Service

the Kontala VAT and Making Tax Digital (MTD) compliance software, including any Add-ons you take.

Subscription

the recurring fee payable for access to the service.

User

any individual who accesses a Kontala account, whether the Account Holder or someone the Account Holder authorises.

Your Data

the information you enter, upload or connect to the service.

Headings are for convenience only. References to “including” are illustrative and do not limit the words around them. “Writing” includes email.

Axion London Limited (company number 17153114), trading as Kontala, is an appointed representative of Yapily Connect Ltd (FRN 827001), which is authorised and regulated by the Financial Conduct Authority. You can verify this on the FCA Financial Services Register at register.fca.org.uk.

As an appointed representative, Kontala provides account information services (AIS) under Yapily Connect Ltd’s regulatory authorisation. This means that when you connect a bank account through Kontala, that connection is facilitated under Yapily Connect Ltd’s FCA authorisation.

The regulated activity covered is: providing account information services (read-only access to your bank account data) as defined under the Payment Services Regulations 2017.

You can create a Kontala account through our website or app. A legally binding contract is formed when we confirm your account, normally by email. The person who applies must be authorised to enter into these Terms on behalf of the Account Holder.

We may decline to open an account at our discretion. If we do, no charge will apply. You are responsible for keeping your login details, backup email addresses and any recovery codes secure and confidential, and for all activity that takes place under your account. If you think your account has been compromised, tell us immediately at support@kontala.com.

You can correct mistakes in your account details using the editing tools in your account settings.

Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable licence to use the service for the duration of your contract with us. This licence is conditional on you keeping to these Terms, and we may end it if you do not.

Our subscription fees are set out on our pricing page and depend on your plan and the features you take. Unless stated otherwise, prices exclude VAT, which you will also pay where it applies. You must keep your billing information complete and accurate.

Payments are collected by a third-party payment processor. By subscribing, you authorise us and our processor to charge the payment method you provide for the fees due. We may change our prices in accordance with the “Changes to these terms” section below.

Free trial. We may offer a free trial (currently 30 days, with no card required). Only one free trial is available per Account Holder. At the end of the trial you will need an active subscription to continue using the service; we will not charge you automatically unless you have given us valid payment details and chosen to subscribe.

Non-payment. If a subscription or other charge is not paid when due (including where a card has expired), we may suspend or close the account. Each separate business requires its own subscription, and any Add-ons may carry separate charges and terms.

You may invite your accountant or agent to access your account, or you may access the service on behalf of your own clients. Anyone you authorise can access Your Data in line with the permissions you give them, and you are responsible for managing those permissions.

If you access the service through an arrangement with a partner, reseller or accountant who pays for your subscription on your behalf, that third party’s terms apply to you in addition to these Terms, and a breach of those terms may be treated as a breach of these Terms. If that arrangement ends, or you cease to be eligible under it, you may need to become a directly paying customer within 30 days to keep using the service.

With your consent, the service can connect to your bank accounts and other providers to import transactions and help monitor your VAT position. You can withdraw that consent at any time, which may change how the service works for you.

Where you ask us to, we will share defined financial data — such as accounting ledger balances, bank transactions and invoice, bill, expense and project details — with third parties you nominate. Those third parties will use that data in line with the consent and terms you agree with them. Connecting to your bank may involve account information services, which are regulated — see “Financial services and regulation” below.

Your Data. You (or the Account Holder) keep all intellectual property rights in Your Data. You grant us a licence to host, copy and process Your Data so that we can provide the service. We are not responsible for backing up Your Data, and we will not restore or recreate data that you delete. We may disclose Your Data where required by law or to assist law-enforcement or regulators, and we may use aggregated, anonymised data (which does not identify you) to operate, improve and develop the service.

Our software. We, or our licensors, own all intellectual property rights in the service. Nothing in these Terms transfers any of those rights to you. Any content or features provided by third parties remain owned by those third parties.

How we handle personal data is explained in our Privacy Notice. Where we process personal data on your behalf as a processor, our data-processing terms apply, and you remain responsible, as controller, for ensuring you have the lawful bases, privacy notices and consents needed for that processing.

These Terms continue to apply for as long as you use the service or until the contract is ended. You can cancel your account at any time through your billing settings. No further charges will apply after cancellation, but we do not refund fees already paid.

We may suspend or close your account immediately if:

• you breach these Terms;
• we reasonably suspect unlawful use or that you have given false or misleading information;
• subscription fees or other charges are unpaid;
• you access the service from a Prohibited Jurisdiction;
• we are required to do so by law or a regulator, or your use exposes us to legal or regulatory action; or
• you behave in a way that is abusive, threatening, violent or discriminatory.

We may also close your account for any reason on up to 90 days’ notice, and we may close accounts that have been inactive for two years on one month’s notice. We will explain our reasons where we can, unless the law or security considerations prevent us. When an account is closed, we handle data in line with our Privacy Notice.

We do not guarantee that the service will be secure or free from bugs or viruses. You are responsible for configuring your own technology and for using your own virus-protection software.

You must not introduce viruses, trojans, worms, logic bombs or other harmful material, and you must not attempt to gain unauthorised access to the service, its servers or any connected network, including by means of a denial-of-service or distributed denial-of-service attack. Doing so may be a criminal offence under the Computer Misuse Act 1990, and we will report any such breach to the relevant authorities.

We provide the service with reasonable care and skill, but we do not guarantee that it will be suitable for your particular purpose, or that it will be error-free, timely, reliable, entirely secure or always available. The service may occasionally be unavailable, for example during maintenance.

The service is a tool to help you manage VAT and bookkeeping; it is not a substitute for a professional accountant. Information presented by the service does not constitute accounting, tax or legal advice, and you should seek advice from a suitably qualified professional before making decisions. To the extent permitted by law, you use the service at your own risk. Nothing in these Terms affects statutory rights that cannot be excluded.

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded under the law.

Subject to that, we will not be liable to you for:

• loss of profit, revenue, sales, business, savings or anticipated savings;
• loss of, or damage to, goodwill or reputation;
• loss or corruption of data; or
• any indirect or consequential loss.

Subject to the first paragraph of this section, our total aggregate liability arising out of or in connection with the service in any twelve-month period will not exceed the total subscription fees paid by the Account Holder in the twelve months immediately before the event giving rise to the claim (or, where the service is provided free of charge, £100).

If you access the service using the Account Holder’s account, you are responsible for any reasonable costs, losses and expenses we incur as a result of your breach of these Terms.

We may change these Terms from time to time. We will post the updated Terms and, where the change is significant, let you know by email or through an in-app notification. Changes that do not affect pricing take effect immediately or on the date we state. Changes to pricing or payment terms take effect on no less than 60 days’ notice.

If you do not agree to a change, you may end your contract by cancelling your account before the change takes effect. If you continue to use the service after a change takes effect, you are treated as having accepted it.

• Entire agreement. These Terms, together with the documents they refer to, are the entire agreement between us and replace any earlier understanding or agreement on the same subject.
• Transfer. We may transfer our rights and obligations under these Terms to another organisation. You may not transfer yours without our written consent.
• No waiver. If we do not enforce a right or remedy straight away, that does not prevent us from enforcing it later.
• Severability. If any provision is found to be invalid or unenforceable, the rest of the Terms remain in force, and the invalid provision will be replaced with the closest valid one that achieves the same purpose.
• Third parties. Except where these Terms say otherwise, no one other than you and us has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

Connecting to your bank to retrieve your transaction data is an “account information service”, which is a regulated activity under the Payment Services Regulations 2017. We do not provide that regulated service ourselves. It is provided through a third-party provider that is authorised or registered by the Financial Conduct Authority (FCA) to carry out account information services.

The account information service is currently provided by Yapily Connect Ltd, FCA firm reference number 827001. When you connect a bank account, your use of that connection may also be subject to the provider’s own terms, which we will make available to you. You can withdraw your consent to the bank connection at any time, as described in “Bank connections and data feeds” above.

If you have a complaint about the Kontala service, please contact us first at support@kontala.com so that we can try to resolve it. If your complaint relates to the regulated account information service, it concerns the third-party provider that supplies it; as an FCA-regulated firm, that provider operates its own complaints process, and you may ultimately be able to refer the matter to the Financial Ombudsman Service:

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by the law of England and Wales. You and we agree that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim. You remain responsible for complying with any laws that apply to you in the country from which you use the service.

If you have any questions about these Terms or your account, please contact us: