Terms and Conditions

These Terms and Conditions (“Terms”) govern the provision of services by Alpacap Limited trading as Alpa (“Alpacap”, “Alpa”, “we”, “us”, “our”) to business customers (“Customer”, “you”, “your”).

The Services are provided exclusively to business customers and not to consumers.

1. Definitions 

“Alpa/Alpacap” means Alpacap Limited, a company registered in England and Wales (Company No. 15894953), with its registered office at 727 - 729 High Road, London, Uk, United Kingdom, N12 0BP.

“Services” means the software-as-a-service platform and related services provided by Alpa, including but not limited to:

• financial performance reporting;
  
• location-level profit and loss reporting;
  
• cash flow visibility tools;
  
• open banking integrations;
  
• point-of-sale (POS) integrations;
  
• invoice processing using optical character recognition (OCR);
  
• benchmarking and analytics insights;
  
• onboarding and related support services.
  
  

“Customer Data” means all data inputted into, uploaded to, or accessed via the Services by the Customer, including POS data, financial transaction data, invoices, receipts, usage data, and account details.

“Aggregated Data” means anonymised data derived from Customer Data that does not identify the Customer or any individual.

2. Agreement to Terms

By creating an account, activating a subscription, or using the Services, you agree to be bound by these Terms.

If you enter into these Terms on behalf of a legal entity, you represent that you have authority to bind that entity.

3. Provision of Services 

‍3.1 Access

Alpa shall provide access to the Services during the Term in accordance with these Terms.

3.2 Integrations

The Services may include integrations with third-party providers, including:

• Open Banking providers (via Plaid),
  
• POS providers,
  
• OCR and invoice processing providers.
  
  

You authorise Alpa to access and process Customer Data solely to provide the Services.‍

3.3 Regulated Account Information Services

Where the Services include access to bank account information, Alpacap Ltd acts as an agent of Plaid Financial Ltd, an authorised payment institution regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (Firm Reference Number: 804718). Plaid provides regulated account information services through Alpacap Ltd as its agent.‍

3.4 Changes to Services

We may improve, modify, or update the Services provided that such changes do not materially reduce core functionality.‍

3.5 Availability

We use reasonable endeavours to maintain availability but do not guarantee uninterrupted or error-free operation.

4. Fees, Billing and Payment

‍4.1 Subscription Fees

Fees are payable in accordance with pricing displayed on our website or agreed in writing.

Fees are exclusive of VAT and other applicable taxes.‍

4.2 Renewal

After the Initial Term, the subscription automatically renews on a rolling monthly basis unless terminated with at least 30 days’ written notice.

4.3 Trial Period

Where a free trial is offered:

• No charges will be made during the trial period.
  
• Unless cancelled before the end of the trial, the subscription automatically converts to a paid subscription.
  
• Charges will be applied using the payment method provided.

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By providing payment details, you authorise Alpa (via Stripe Payments Europe Ltd or its affiliates) to charge subscription fees on a recurring basis.

Alpa does not store full card details.

‍4.4 Payment Authorisation

After the Initial Term, the subscription automatically renews on a rolling monthly basis unless terminated with at least 30 days’ written notice.‍

4.5 Non-Payment

If payment fails or is overdue:

• We may suspend access to the Services.
  
• Interest may accrue under the Late Payment of Commercial Debts (Interest) Act 1998.

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4.6 No Refunds

Except as required by law, fees are non-refundable.

5. Customer Responsibilities 

You agree to:

• Maintain confidentiality of login credentials.
  
• Ensure Customer Data is accurate and lawful.
  
• Comply with applicable laws, including data protection laws.
  
• Not reverse engineer, copy, or resell the Services.
  
• Not upload malicious code.
  
• No attempt unauthorised access.
  

6. Data Use and Privacy 

‍6.1 Ownership

You retain ownership of Customer Data.‍

6.2 Licence

You grant Alpacap a worldwide, non-exclusive licence to process Customer Data solely to provide the Services.‍

6.3 Aggregated Data

We may use anonymised Aggregated Data for research, benchmarking, analytics, and improving the Services.‍

6.4 Privacy

Personal data is processed in accordance with our Privacy Policy.‍

6.5 Sub-Processors

We may engage sub-processors subject to appropriate safeguards and publish updates regarding material changes.

7. Confidentiality

Each party shall keep confidential all information of the other party disclosed in connection with these Terms, save where disclosure is required by law, regulation, or court order.

Confidentiality obligations shall survive termination of these Terms.

8. Warranties and Disclaimers 

Each party warrants it has authority to enter into these Terms.

The Services are provided “as is” and “as available”.

Mutual Warranties. Each party warrants that it has the power and authority to enter into these Terms.

Alpa Disclaimer. The Services are provided “as is” and “as available”. Alpacap disclaims all warranties, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement.

No Advice. Insights and reports generated by the Services are for informational purposes only. Alpacap does not provide accounting, legal, or financial advice.

The Services do not constitute accounting, legal, tax, or financial advice.

9. Limitation of Liability 

To the maximum extent permitted by law:

Alpa shall not be liable for:

• loss of profits,
  
• loss of revenue,
  
• loss of goodwill,
  
• indirect or consequential damages.
  
  

Total liability shall not exceed the fees paid in the twelve (12) months preceding the claim.

Nothing limits liability for fraud, death or personal injury caused by negligence, or other non-excludable liability.

10. Term and Termination 

‍10.2 Termination by Alpa

These Terms commence upon activation and continue during the Initial Term and any renewal period.‍

10.1 Termination by Customer

Customer may terminate:

• At the end of the Initial Term with required notice; or
  
• During a trial period before conversion.

We may suspend or terminate if:

• Fees are unpaid,
  
• Terms are materially breached,
  
• Required by law.
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‍‍10.3 Effect of Termination

Upon termination:

• Access ceases immediately.
  
• Customer Data will be retained for a limited period in accordance with our Privacy Policy, then deleted or anonymised.
  
• Accrued rights survive.
  

11. Governing Law and Jurisdiction 

These Terms and any disputes arising out of them shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

12. Contact 

For any questions regarding these Terms, please contact:

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Alpacap Limited
727 - 729 High Road
London, N12 0BP, United Kingdom
hello@getalpa.com

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Schedule 1 – Data Processing Agreement (DPA)

This Data Processing Agreement (“DPA”) forms part of the Alpa Terms and Conditions between Alpacap Limited (“Processor”) and the Customer (“Controller”).

1. Subject Matter and Duration

• The Processor shall process personal data on behalf of the Controller for the purpose of providing the Services described in the Terms and Conditions.
• Processing shall continue for the duration of the Controller’s subscription to the Services, unless otherwise required by law.

2. Nature and Purpose of Processing

Nature: collection, storage, analysis, transfer, and deletion of data.

Purpose: to deliver financial insights, reporting, benchmarking, and integrations (including POS, banking, and invoice OCR).

3. Categories of Data Subjects and Personal Data

Data Subjects: may include the Controller’s employees, suppliers, contractors, and customers whose personal data appears in POS transactions, bank data, or invoices.

Personal Data: may include names, contact details, financial identifiers, transaction information, supplier and customer details, and any other data uploaded or connected by the Controller.

4. Obligations of the Processor

The Processor shall:

1. Process personal data only on documented instructions from the Controller, unless required by law.
2. Ensure persons authorised to process personal data are bound by confidentiality.
3. Implement appropriate technical and organisational security measures to protect data.
4. Assist the Controller in responding to data subject requests (e.g. access, rectification, erasure).
5. Assist the Controller in ensuring compliance with data protection obligations relating to security, breaches, data protection impact assessments, and consultations with regulators.
6. At the Controller’s choice, delete or return all personal data after the end of processing, unless retention is required by law.
7. Make available information necessary to demonstrate compliance and allow for audits by the Controller (on reasonable notice).

5. Subprocessing

• The Controller authorises the Processor to engage sub-processors to deliver the Services (such as cloud hosting, OCR providers, and analytics providers).
• The Processor shall ensure that sub-processors are bound by equivalent data protection obligations.
• The Processor shall provide notice of new sub-processors via its website or customer communications, giving the Controller the opportunity to object.

6. International Transfers

Where personal data is transferred outside the UK/EEA, the Processor shall ensure that appropriate safeguards are in place, such as adequacy regulations or standard contractual clauses.

7. Liability

Each party’s liability under this DPA is subject to the limitations of liability set out in the Terms and Conditions.

8. Governing Law

This DPA shall be governed by and construed in accordance with the laws of England and Wales.

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