Terms & Conditions

Last updated: 28 July 2026 · Version 1.0

These terms and conditions (the “Terms”) govern access to and use of the Counter service (the “Service”) provided by Counter Technologies Ltd, a company registered in England and Wales (company number 17341153) with its registered office at 14/2e Docklands Business Centre, 10-16 Tiller Road, London E14 8PX (“Counter”, “we”, “us”). By creating an account, accepting an invitation to join an existing account, or using the Service, you agree to these Terms on behalf of the business you represent (the “Customer”, “you”), and you confirm that you have authority to bind that business.

1. The Service

Counter is a back-office automation service for trade businesses. Depending on your plan and configuration, the Service:

• receives supplier documents (invoices, quotes, credit notes, price lists and similar) by email forwarding, connected mailbox, connected accounting system or direct upload;
• extracts line-item data from those documents using artificial-intelligence models and builds a price book of the prices you have been quoted and charged;
• flags potential pricing discrepancies, overcharges and anomalies for your review;
• prepares and, where you have enabled it, sends credit requests and follow-up correspondence to your suppliers on your behalf, and reconciles supplier credit notes;
• where you have enabled ordering, compiles draft orders and dispatches purchase orders to your suppliers on your approval;
• provides reporting, benchmarking and a conversational assistant available via the web dashboard, WhatsApp and Telegram.

We may improve, extend or modify features of the Service from time to time, provided the changes do not materially reduce its core functionality during a period you have paid for.

2. Business customers only

The Service is provided to businesses acting in the course of trade and is not intended for consumers. You warrant that you use the Service for business purposes only. Statutory consumer-protection rights do not apply.

3. Accounts and access

Accounts are created by onboarding with us or by invitation from an existing account holder. You are responsible for maintaining the confidentiality of login credentials, for all activity under your account, and for ensuring that people you invite are authorised to access your business data. Notify us promptly of any suspected unauthorised access.

4. Authorisations you grant us

This clause is important and you should read it carefully. By enabling the relevant features, you:

• Mailbox access. Authorise us to connect to the email mailbox you designate (e.g. Gmail or Microsoft 365) to read messages and attachments relevant to supplier documents and pricing, to apply labels or categories reflecting processing status, and to store relevant content within the Service.
• Accounting access. Authorise us to connect to your accounting system (e.g. Xero or QuickBooks) to read bills, invoices, contacts and related records for the purposes of the Service.
• Acting on your behalf. Appoint us as your agent, within the limits you configure, to prepare and send correspondence to your suppliers in your name — including credit requests, follow-ups and responses to supplier replies — and, where ordering is enabled, to dispatch purchase orders you have approved. You are responsible for the commercial consequences of communications and orders sent within the authority you have configured, including payment for goods ordered.

You may withdraw any of these authorisations at any time by disconnecting the relevant integration or disabling the relevant feature; withdrawal does not affect actions already taken.

5. AI processing and no-advice disclaimer

The Service uses third-party artificial-intelligence models to read documents, extract data, classify items and draft correspondence. AI output can be wrong. In particular:

• we do not warrant that every document is read correctly, that every overcharge or discrepancy is detected, or that every flagged discrepancy is genuine;
• figures shown in the Service (including estimated savings, discrepancy amounts and benchmarks) are indicative and should be verified against the underlying documents before you rely on them;
• the Service does not provide accounting, tax, legal or financial advice, and its output does not replace your own record-keeping or statutory obligations.

6. Your data and the licence you grant us

You retain all rights in the documents and data you submit to the Service (“Customer Data”). You grant us a non-exclusive licence to host, process, transmit and display Customer Data as needed to provide the Service, including processing by the third-party providers listed in our Privacy Policy.

Aggregated and anonymised data. You also grant us the right to derive, during and after the term, aggregated or anonymised data from Customer Data — for example product identities, price ranges and market benchmarks pooled across Counter customers — and to use it to operate and improve the Service, including showing network-level price benchmarks to other customers. Aggregated data never identifies you, your business, your people or your specific commercial terms, and we do not disclose your identity as a counterparty of any supplier to any other customer.

You warrant that you have the rights and permissions needed to submit Customer Data to the Service, including any personal data it contains.

7. Fees and payment

The Service is provided on a paid subscription at the fees set out in your order form or agreed with you at sign-up. Subscription tiers are based on the average number of supplier invoices processed for you per month, measured over the trailing three months. A busy month does not change your tier: if your three-month average settles above or below your tier band, we will contact you and agree the change before it takes effect, and any change applies from your next billing date. Fees are exclusive of VAT, invoiced in advance and payable within 14 days of invoice unless agreed otherwise. We may suspend the Service for accounts with overdue undisputed invoices after reasonable notice, and may charge interest on overdue undisputed amounts under the Late Payment of Commercial Debts (Interest) Act 1998. We may change our standard fees by giving you at least 30 days’ notice; a fee change never applies to a period you have already paid for.

8. Free trials

Where we provide the Service on a free trial, these Terms apply during the trial except that no fees are due. Either party may end a trial at any time on notice. A trial converts to a paid subscription only where set out in an order form or where you confirm conversion in writing; otherwise access ends when the trial ends, and the data export and deletion provisions of clause 18 apply as if these Terms had terminated.

9. Your obligations

• Use the Service only for lawful purposes and in accordance with these Terms.
• Do not attempt to gain unauthorised access to the Service, probe or test its vulnerability, resell it, or use it to build a competing product.
• Keep your supplier, pricing and contact information reasonably accurate; we rely on it when preparing correspondence and orders on your behalf.
• Review flagged discrepancies and outgoing correspondence settings; tell us promptly if the Service is sending anything on your behalf that it should not.

10. Confidentiality

Each party will keep the other’s confidential information confidential and use it only to perform under these Terms. This does not apply to information that is or becomes public other than by breach, was already lawfully known, or must be disclosed by law.

11. Intellectual property

We (and our licensors) own all intellectual property rights in the Service, including its software, models’ configurations, designs and documentation. Nothing in these Terms transfers any of those rights to you. You receive only the right to use the Service for your internal business purposes during the term. Feedback you give us about the Service may be used by us without restriction or obligation.

12. Third-party services

The Service depends on third-party providers (hosting, AI models, email delivery, messaging platforms and the integrations you connect). Current providers are listed in our Privacy Policy. Your use of connected third-party services (e.g. Google, Microsoft, Xero, QuickBooks, WhatsApp, Telegram) is also governed by those providers’ own terms. We are not responsible for outages or changes in third-party services outside our reasonable control, but we will use reasonable endeavours to work around them.

13. Data protection

Each party will comply with applicable data-protection law, including UK GDPR. Our Privacy Policy describes what we process and why. Where we process personal data contained in Customer Data on your behalf, we do so as your processor in accordance with our Data Processing Addendum, which is incorporated into and forms part of these Terms. We will countersign a copy of the Data Processing Addendum on request.

14. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care. Subject to that, the Service is provided “as is”: we do not warrant that it will be uninterrupted or error-free, that all discrepancies will be found, or that any particular amount will be recovered from any supplier. All other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

15. Liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that:

• neither party is liable for loss of profits, loss of business, loss of anticipated savings (including credits or refunds not recovered from suppliers), or any indirect or consequential loss;
• our total aggregate liability arising out of or in connection with the Service in any 12-month period is limited to the fees you paid us in that period;
• you remain responsible for your commercial relationships with your suppliers, including verifying amounts before payment and the consequences of orders you approve.

16. Indemnity

You will indemnify us against losses, damages and reasonable costs arising from third-party claims that Customer Data you submitted infringes a third party’s rights or was submitted without the necessary permissions, or that arise from correspondence or orders we sent to your suppliers within the authority you configured. This indemnity does not apply to the extent a claim results from our breach of these Terms or our negligence.

17. Force majeure

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, provided it notifies the other and uses reasonable efforts to mitigate. If such an event continues for more than 60 days, either party may terminate on written notice.

18. Term, suspension and termination

These Terms apply from your first use of the Service and continue until terminated. Paid subscriptions run monthly and there is no minimum term. You may cancel at any time by written notice (email to hello@trycounter.co.uk is sufficient); cancellation takes effect at the end of the monthly billing period in which you give notice, and we do not refund part months. We may terminate on at least 30 days’ written notice. Either party may terminate immediately if the other materially breaches these Terms and does not remedy the breach within 14 days of notice, or becomes insolvent. We may suspend the Service immediately where we reasonably believe continued operation would create a security or legal risk.

On termination we will, on request made within 30 days, provide an export of your Customer Data in a reasonable machine-readable format, after which we will delete Customer Data from live systems within 90 days (backup copies expire on their normal rotation). Aggregated and anonymised data derived under clause 6 survives termination. Accrued fees remain payable.

19. Changes to these Terms

We may update these Terms from time to time. For material changes we will give you at least 30 days’ notice by email or in the dashboard; continued use of the Service after the effective date constitutes acceptance. The version and date at the top of this page identify the current Terms.

20. Publicity

We may identify you by name and logo as a Counter customer in our marketing unless you ask us in writing not to. Any case study or statement about your results requires your prior approval.

21. General

Neither party may assign these Terms without the other’s consent, except that we may assign to an affiliate or in connection with a merger or sale of our business. These Terms (together with the Privacy Policy, the Data Processing Addendum and any order form) are the entire agreement between us regarding the Service. If any provision is found unenforceable, the remainder stays in force. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999. A failure or delay in exercising a right under these Terms is not a waiver of it. Notices to us should be sent to hello@trycounter.co.uk; notices to you will be sent to your account email.

22. Governing law

These Terms and any dispute arising out of them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Contact

Counter Technologies Ltd · 14/2e Docklands Business Centre, 10-16 Tiller Road, London E14 8PX · hello@trycounter.co.uk