Spendvora is a product of Brainwave Designs Ltd. These terms are the agreement between us and the business that uses the service. Please read section 8 and section 9 carefully, because they limit what we are responsible for.
Spendvora is operated by Brainwave Designs Ltd, company number 17063005, registered in England and Wales at 22 Commerce Road, Lynchwood, Peterborough, PE2 6LR. In these terms "we", "us" and "our" mean that company, and "you" means the business that opens the account, together with everyone you give access to it.
By creating an account, signing in, or letting anyone in your organisation use the service, you accept these terms on behalf of your business. If you are not authorised to do that, do not create the account.
Spendvora is sold to businesses only. It is not offered to consumers, so the consumer rights in the Consumer Rights Act 2015 do not apply to this agreement.
Spendvora is a software tool. It gives your team a place to capture supplier documents, read data out of them using AI, route approvals, raise and track purchase orders, watch budgets, and push draft records into your accounting system. That is the whole of what we provide.
You keep control of every decision. The service suggests, sorts and records. It does not decide anything for you, and nothing happens in the real world unless one of your people makes it happen.
To be completely clear about the boundaries of what you are buying:
When you upload a document, its contents are sent to a third-party AI model that attempts to read the supplier, dates, line items, VAT and totals. This saves typing. It is not, and cannot be, guaranteed to be correct.
AI extraction can misread figures, miss lines, pick the wrong date, mis-assign VAT, or confidently return a value that is simply wrong. This is a known limitation of the technology and not a defect in the service.
Because of that:
You are responsible for what you upload. Do not upload documents you have no right to process, and think before putting unnecessary personal or special category data through AI scanning.
You agree that you are responsible for:
Actions taken by anyone signed in to your account are treated as taken by you.
New customers get a 60-day free trial with no card required. During the trial you can use up to 50 AI invoice scans per calendar month, and platform AI token spend during the trial is capped at around $30 per month.
When the trial ends you choose a paid plan inside Spendvora. Monthly billing creates a Stripe subscription that renews each month until cancelled. Yearly billing is a one-off Stripe payment covering twelve months of access. Until you pay, access is limited to the billing pages so that you can subscribe.
Fees are exclusive of VAT unless stated otherwise. Payments are taken by Stripe, and Stripe's own terms apply to the payment itself. Except where the law requires it, fees already paid are not refundable, including for periods you did not use. We may change prices for future billing periods and will tell you before a change affects you.
Cancel a monthly subscription at any time and it runs to the end of the period you have paid for. Yearly access runs to the end of the twelve months.
AI scanning on our shared platform OpenAI key is subject to a monthly cost cap. For paid plans that cap is roughly 75% of the plan's monthly fee, so for example a £249 per month plan is capped near $187 of platform-key token cost per month. Exact caps are set per package and may be adjusted.
If you reach the cap, new AI scans on the platform key are blocked until the next calendar month. You can keep scanning by adding your own OpenAI API key in Settings. That usage is billed to you by OpenAI directly and does not count against the platform cap.
We may suspend AI features on the platform key, or the account itself, if usage looks automated, abusive, or aimed at getting around a cap.
We work hard to keep Spendvora up, but we do not promise uninterrupted or error-free service and there is no service level agreement attached to these terms. We may take the service down for maintenance, updates or emergency fixes, and we will keep disruption as short as we reasonably can.
We may add, change or remove features. If we remove something you depend on, we will give you reasonable notice where we can.
Spendvora depends on services we do not control, including OpenAI for AI extraction, Amazon Web Services for file storage, Stripe for payments, Xero if you connect it, and our hosting and email providers. Those services can change, break, rate-limit us or withdraw access. We are not responsible for their acts, omissions, outages or changes, or for anything you lose because one of them fails. The current list is on our sub-processors page.
Where you connect Spendvora to Xero, you are authorising us to send and read the data described in the integration. What happens inside your Xero ledger, and whether a draft is reviewed and posted, is your responsibility and is governed by your own agreement with Xero.
The service is provided "as is" and "as available". To the fullest extent the law allows, we exclude all warranties, conditions and representations that are not written into these terms, whether implied by statute, common law or otherwise. In particular we do not warrant that the service will meet your requirements, that AI output will be accurate, or that any defect can be fixed.
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 lawfully be limited. Everything below is subject to that.
We are not liable to you for any of the following, however it arises and whether or not it was foreseeable:
Our total liability to you for all claims connected with the service in any twelve-month period is limited to the total fees you paid us in the twelve months before the claim arose. If you are on a free trial and have paid us nothing, our total liability is limited to £100.
You must bring any claim within twelve months of becoming aware of the circumstances that gave rise to it.
You will cover us for any claim, loss, fine or reasonable cost we suffer because of your use of the service in breach of these terms or our acceptable use policy, because you did not have the right to upload or process data you put into the service, or because of a dispute between you and a supplier, customer or member of your staff.
You keep ownership of everything you put into Spendvora. You give us permission to host, copy, transmit and process it so that we can run the service for you, including sending document contents to the AI provider for extraction and storing files in our private archive.
We own the Spendvora software, its design, its code and its documentation. You get a non-exclusive, non-transferable right to use it while your account is active. You must not copy, resell, sublicense, reverse engineer or rebuild the service, or use it to build a competing product.
We may use anonymised, aggregated information about how the service is used to improve it. That never identifies you, your staff or your suppliers.
Each customer's data is held in a separate tenant and queries are scoped to that tenant. How we handle personal data is set out in our privacy policy. Where we process personal data on your behalf, we act as your processor and you act as controller.
You can stop using Spendvora at any time. Cancel in the billing area, and ask us to close the account if you want it removed.
We may suspend or close an account if payment fails after the trial, if the account breaches these terms or the acceptable use policy, if usage puts the service or other customers at risk, or if we are required to by law. Where it is reasonable to do so, we will warn you first and give you a chance to put it right.
When the agreement ends, access stops. Ask us within 30 days and we will help you get a copy of your data. After that we delete or anonymise it in line with the retention periods in our privacy policy, apart from anything we must keep for legal or accounting reasons.
We may update these terms as the product and the law change. The current version and its date are shown at the top of this page. If a change materially reduces your rights we will tell account owners by email or in the app before it takes effect. Continuing to use the service after that means you accept the new version.
These terms, together with the acceptable use policy and the privacy policy, are the whole agreement between us about the service. Neither of us relies on any statement that is not written in them.
If a court finds part of these terms unenforceable, the rest still stands. If we do not enforce something straight away, we have not given up the right to enforce it later.
You may not transfer your rights under these terms without our written consent. We may transfer ours to a group company or to a buyer of the business, provided your rights are not reduced.
Neither of us is liable for failing to perform because of something genuinely outside our control, such as a major internet failure, a power outage, industrial action or an act of government.
Nothing here creates a partnership, joint venture or employment relationship, and no one else can enforce these terms.
These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.
Brainwave Designs Ltd · Company No. 17063005 · VAT No. 515 6000 32
Registered in England & Wales · 22 Commerce Road, Lynchwood, Peterborough, PE2 6LR
Questions about this document: procurement@brainwavedesigns.co.uk
