Terms of Use

Introduction

These Terms of Use ("Terms") form a binding contract between you ("you", "Customer") and LW Agency Limited, a company incorporated in Hong Kong Special Administrative Region of the People's Republic of China ("ChronoLedger", "we", "us", "our"). They govern your access to and use of the ChronoLedger time-tracking and profitability platform, including the marketing website at chrono-ledger.com, the product application at app.chrono-ledger.com, the underlying APIs, and any related documentation, support, or professional services we provide (collectively, the "Service").

By creating an account, accessing the Service, or paying any fees, you accept these Terms. If you do not agree, do not use the Service. If you access the Service on behalf of an organisation, you represent and warrant that you have authority to bind that organisation, and "you" means that organisation as well as you personally.

These Terms apply alongside our Privacy Policy, our Data Processing Agreement, our Cookie Policy, our Acceptable Use Policy, and our Refund Policy (each, when read with these Terms, the "Agreement"). Where there is a conflict, a separately signed agreement with us (for example, an enterprise order form) prevails over these Terms; otherwise these Terms prevail over the AUP, the Refund Policy, and the Cookie Policy in that order.

Acceptance & capacity

You accept these Terms by clicking "Sign up", by creating a workspace, by paying for a token pack or authorising auto-top-up, or by using any part of the Service.

You represent and warrant that you are at least 18 years old (or the age of majority in your country, if higher), that you are capable of entering into a binding contract under the laws applicable to you, and that you are not barred from receiving the Service under applicable export, sanctions, anti-money-laundering, or consumer-protection laws. We do not offer the Service to residents of, and we may block access from, jurisdictions on the restricted-jurisdictions list maintained at our infrastructure layer (consolidated from US, EU, UK, and HK compliance sources).

Account & access

You are responsible for the accuracy of the information you provide during sign-up, for keeping your authentication credentials confidential, and for any activity carried out under your credentials. You must notify us promptly at security@chrono-ledger.com if you suspect unauthorised access to your account or to a workspace you administer.

The Service provides three role profiles — Workspace Owner, Employee, and Client — with role-based data isolation enforced at the database and application layers. The Workspace Owner is responsible for inviting members, assigning roles, revoking access when a member leaves the organisation, and ensuring its own employees and contractors have received any privacy notice required by applicable law before being added to the workspace.

• One human per login. Sharing credentials, account-resale, and the use of credentials by a non-natural person are prohibited.
• Workspace Owners may suspend or remove members at any time. We are not a party to internal disputes between you and your members.
• We may require, and we may enable, multi-factor authentication and additional verification for sensitive operations at our discretion.

Workspace ownership and transfer

The email address used to create a workspace is the workspace owner of record. Where ownership is contested between two or more parties — for example, an organisation and a former employee who registered the workspace under a personal email — we will, on receipt of a credible dispute notice, freeze the workspace in read-only mode for up to 30 days while the parties resolve the matter between them or obtain a court order. We are not a party to any such dispute, we do not provide adjudication, and the limitation of liability in these Terms applies to any loss arising from a freeze period.

Voluntary ownership transfer requires written authorisation from the current workspace owner addressed to legal@chrono-ledger.com.

Use of the Service

You may use the Service only for lawful purposes and in accordance with the Agreement, including our Acceptable Use Policy. Without limiting the AUP, you agree not to:

• reverse engineer, decompile, disassemble, or attempt to extract source code or other underlying ideas from the Service, except where such restriction is prohibited by applicable law;
• use the Service to build a product or service that competes with the Service, to train machine-learning models on data extracted from the Service, or to scrape content from the Service at scale;
• upload, store, or transmit data that you do not have the right to process, including personal data of third parties without a lawful basis;
• circumvent, disable, or otherwise interfere with the integrity, security, rate limiting, metering, or proper functioning of the Service;
• use the Service in any manner that could damage, disable, overburden, or impair our servers or networks;
• resell, sublicense, time-share, or otherwise commercially exploit access to the Service except as expressly permitted in writing.

We may impose fair-use limits on automated requests, exports, and attachment storage at our discretion to protect the Service. Soft limits and per-action token costs are documented in your workspace billing settings; we will use commercially reasonable efforts to contact the Workspace Owner before any throttling that materially affects normal use takes effect.

Agent API and customer-side AI

The Service offers an agent API through which you may issue scoped, revocable tokens to third-party automated systems — including large language models and workflow agents — to act on tasks, time entries, or storage on your behalf. If you enable the agent API, you accept the following:

• You are the deployer. Where the connected automated system constitutes an "AI system" under EU Regulation 2024/1689 (the EU AI Act), or any equivalent law applicable to you (including the Colorado AI Act, NYC Local Law 144, the Illinois AI Video Interview Act, and the California AI Transparency Act), you are the deployer of that system. You are solely responsible for the conformity assessment, transparency, post-market monitoring, human-oversight, and bias-audit obligations that the relevant law places on the deployer.
• You disclose to data subjects. Where the connected system makes or contributes to a decision producing legal or similarly significant effects on a natural person — including a compensation decision concerning an employee — you are responsible for the GDPR Article 22 disclosure, for offering meaningful information about the logic involved, and for ensuring a human-in-the-loop review where required.
• You indemnify us. You agree to defend, indemnify, and hold ChronoLedger harmless against any claim, loss, or expense (including reasonable legal fees) arising from a third party (including any of your employees, contractors, or clients) in connection with your use of the agent API or with the operation of any automated system you connect to the Service.

We do not use Customer Data to train general-purpose AI models. We do not provide third-party AI training data feeds. Service entries created via an agent token are tagged as agent-sourced for traceability.

Beta and early-access features

The Service is currently offered as a closed beta. Features marked as "beta", "preview", "experimental", or otherwise non-general-availability are provided "as is" without any service-level commitment, may be modified or discontinued at any time without notice, and may malfunction. Your use of beta features is at your own risk. The limitation of liability in these Terms applies in full to beta features.

Billing

ChronoLedger is billed by usage, not by subscription. There is no recurring subscription fee. You acquire tokens — non-refundable digital prepaid credits — and metered actions in the Service consume them at the per-action rates published in your workspace billing settings. Free tokens are granted weekly at no charge; paid tokens are purchased manually in packs or are credited automatically by auto-top-up under conditions you control.

Auto-top-up. If you authorise auto-top-up, you authorise us — and Paddle as our merchant of record — to charge a payment method you have placed on file when your token balance falls below a threshold you set, up to a monthly cap you set, in order to replenish tokens to a target balance you set. You may pause, disable, or modify auto-top-up at any time from your workspace billing settings; changes take effect immediately for charges not already in flight. Auto-top-up is not a subscription and is not subject to auto-renewal regulation.

All charges are processed by our merchant of record, Paddle.com Market Limited (United Kingdom, with EU presence) ("Paddle"). Paddle is the seller of record for VAT, GST, and similar indirect-tax purposes. Payouts to Workspace Owners arising from their own client billing flow through Stripe Connect (operated by Stripe Payments Europe Limited and Stripe, Inc.). By providing payment information, you authorise Paddle and, where applicable, Stripe Connect to charge or credit your payment method.

All fees are non-refundable except as expressly set out in our Refund Policy or as required by mandatory consumer-protection law applicable to you. We reserve the right to suspend access for failed or chargeback'd payments and to recover any chargeback fees from you.

We may change per-action token rates from time to time. Where a token cost is increased, the existing balance continues to spend at the per-action rate in effect at the time of consumption — not the rate in effect at the time of purchase.

Future enterprise plans. We may offer subscription plans for enterprise customers under a separate order form. Any such order form will govern the subscription and will, to the extent it conflicts, supersede these Terms for that customer.

Tokens

Tokens are non-refundable digital prepaid credits, fulfilled at the moment of credit to your workspace balance. Free tokens are granted on a weekly use-it-or-lose-it basis. Paid tokens do not expire merely because they are not consumed; however, paid tokens are forfeited after 6 months of continuous account inactivity (the "Inactivity Expiry"), subject to the suspension and service-incident carve-outs set out in the Refund Policy.

Before any inactivity-based forfeiture, we send a warning email 30 days in advance and a final reminder 7 days in advance. Logging in to the workspace during the warning window resets the Inactivity Expiry clock to zero. Where we suspend the workspace, the Inactivity Expiry clock is paused and your token balance is preserved subject to reinstatement. Where we have a documented service incident that prevents you from consuming tokens during the warning window, the Inactivity Expiry clock is paused for the duration of that incident.

The full token mechanic — including the EU and UK statutory cooling-off rights and how Paddle administers them at checkout — is set out in the Refund Policy.

Intellectual property

The Service — including its software, design, brand, documentation, visual identity, and structure — is and remains the property of ChronoLedger or its licensors and is protected by copyright, trademark, trade-secret, patent, and other intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Service for your internal business purposes for as long as you maintain an active account in good standing, in accordance with the Agreement. No other rights are granted by implication, estoppel, or otherwise.

You retain all rights to the data you upload to the Service ("Customer Data"). You grant us, and our subprocessors acting on our behalf, a worldwide, royalty-free, non-exclusive licence to host, store, copy, transmit, display, modify (only as needed for technical processing), and otherwise process Customer Data solely as necessary to provide, maintain, secure, and bill for the Service, to comply with our legal obligations, and to exercise or defend legal claims. We do not claim ownership of Customer Data and we do not use Customer Data to train general-purpose AI models.

Any feedback, ideas, or suggestions you provide concerning the Service are non-confidential, and you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and exploit them without restriction or compensation.

Customer warranties

You represent and warrant on a continuing basis that:

• you have the right to upload all Customer Data and to grant us the licence in the Intellectual Property section above;
• your use of the Service complies with all applicable laws, including data-protection, employment, sanctions, and consumer-protection laws;
• you have provided every employee, contractor, and client whose personal data you upload with the privacy notice required of you under applicable law;
• where required by applicable law (for example, in the European Economic Area in respect of workforce monitoring), you have completed any consultation with employee representatives, works council, or equivalent body before deploying the Service;
• your billing information is accurate and you are authorised to use the payment method provided.

Aggregated and anonymised statistics

We may compile statistical and analytical information from your use of the Service in aggregated and anonymised form ("Aggregated Statistics") that does not identify you, your employees, your clients, or any individual. Aggregated Statistics are our property; we may use them for any lawful purpose, including for capacity planning, security research, fraud prevention, product development, and benchmarking, and we may publish or share them with third parties.

Suspension

We may suspend your access to the Service, in whole or in part, immediately and without prior notice if we reasonably determine that:

• your use of the Service violates the Agreement, including the AUP;
• your use creates or risks creating a security, integrity, or stability incident;
• continued provision of the Service to you would violate any law applicable to us, including sanctions, anti-money-laundering, or export-control laws;
• a third party (including a regulator, a court, or a payment processor) has lawfully required us to suspend the Service;
• a payment is overdue or has been charged back.

Where reasonably practicable, we will notify the Workspace Owner of a suspension and the reasons. The Workspace Owner may appeal a suspension under the procedure in the Acceptable Use Policy. Suspension does not relieve you of payment obligations for periods of access already provided.

Termination

You may terminate your account at any time from the workspace billing settings. We may terminate the Agreement, with immediate effect and without further obligation, if (i) you breach the Agreement and fail to cure within 14 days after notice, (ii) the breach is incapable of cure or is repeated, (iii) you fail to pay any undisputed amount when due, (iv) you become insolvent or subject to insolvency proceedings, (v) we have suspended your access for cause and the cause has not been remedied within 30 days, or (vi) continued provision of the Service to you would, in our reasonable judgement, expose us to legal, regulatory, or reputational harm.

On termination we will retain Customer Data for a 30-day grace period to allow export, after which we will delete or anonymise it in accordance with our retention schedule and subject to the legal- obligation exceptions in the Privacy Policy. Pre-paid fees are non-refundable except as expressly stated in the Refund Policy. Provisions that by their nature should survive termination — including Intellectual property, Customer warranties, Aggregated statistics, Disclaimers, Limitation of liability, Indemnification, Governing law, and General provisions — survive termination.

Disclaimers

The Service is provided "as is" and "as available", with all faults, and without warranty of any kind. To the maximum extent permitted by applicable law, we disclaim all warranties, express, implied, or statutory, including the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, non-infringement, quiet enjoyment, and any warranty arising from course of dealing or trade usage.

Without limiting the foregoing, we do not warrant that the Service will be uninterrupted, error-free, secure against every threat, or that any data, calculation, or report generated by the Service is accurate, complete, or fit for any particular regulatory, accounting, or tax purpose. You are responsible for verifying any output of the Service before relying on it. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law (for example, liability for death or personal injury caused by negligence, or for fraud).

Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data (whether in transit or at rest), loss of opportunity, loss of anticipated savings, or business interruption, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, even if the party has been advised of the possibility of such damages.

Our aggregate liability to you under or in connection with the Agreement, in any 12-month period, is limited to the lower of (a) the fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim and (b) one hundred United States dollars (USD 100). Where applicable law sets a higher minimum, this cap is read as that higher minimum.

The cap and exclusions above apply to all claims arising under or in connection with the Agreement, including claims for breach of contract, tort, breach of statutory duty, indemnification, and any other legal theory, in the aggregate. The cap does not limit your payment obligations for fees properly incurred.

Nothing in this section excludes or limits any liability that cannot be excluded or limited under applicable law (for example, liability for fraud, fraudulent misrepresentation, gross negligence, or breach of mandatory consumer-protection law applicable to you).

Indemnification

You will defend, indemnify, and hold ChronoLedger, its affiliates, and their respective directors, officers, employees, contractors, and agents harmless against any claim, loss, damage, liability, settlement, fine, penalty, and expense (including reasonable legal fees) arising from or in connection with: (a) your Customer Data, including any allegation that the Customer Data infringes, misappropriates, or violates any right of a third party; (b) your use of the Service in breach of the Agreement, including the AUP; (c) any automated system you connect to the Service through the agent API; (d) your failure to comply with applicable law in connection with the Service, including data-protection, employment, tax, sanctions, or consumer-protection law; (e) any dispute between you and any of your employees, contractors, clients, or other third parties arising in connection with the Service.

We will defend you against a third-party claim that the Service, when used by you in accordance with the Agreement and not in combination with anything not provided by us, infringes a third party's copyright, trademark, or registered patent, and we will pay damages and reasonable settlements arising from that claim, capped at the fees paid by you to us in the twelve (12) months preceding the claim. This is your sole and exclusive remedy in respect of any infringement claim. We may, at our option, modify or replace the affected portion of the Service, procure the right for you to continue using it, or terminate the Agreement and refund any pre-paid fees for the unused remainder of the current term. We have no obligation under this paragraph for any claim arising from (i) Customer Data, (ii) your modification or unauthorised use of the Service, (iii) your combination of the Service with anything not provided by us, (iv) your use after we notified you to stop, or (v) any non-current version of the Service.

The indemnified party will (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defence and settlement (provided that the indemnifying party will not settle on terms that admit fault on the part of the indemnified party or that impose any non-monetary obligation on the indemnified party without the indemnified party's prior written consent), and (iii) provide reasonable cooperation, at the indemnifying party's expense.

Force majeure

Neither party will be liable for any failure or delay in performance under the Agreement to the extent caused by an event beyond its reasonable control, including: acts of God, war, terrorism, civil unrest, pandemic, government order or regulation, sanctions, embargo, strike or other labour dispute affecting personnel not under the affected party's direct control, internet, hosting, CDN, payment-processor, telecommunications, or upstream-cloud-provider failure, denial-of-service or similar coordinated attack, supply-chain disruption affecting subprocessors, and any other cause not reasonably foreseeable at the time of the Agreement ("Force Majeure Event"). The affected party will give notice within five business days, will use commercially reasonable efforts to mitigate, and will resume performance promptly when the Force Majeure Event ends. If the Force Majeure Event continues for more than 30 consecutive days, either party may terminate the affected portion of the Agreement on notice without liability.

Governing law & forum

These Terms — and any non-contractual obligation arising out of or in connection with them — are governed by Laws of the Hong Kong Special Administrative Region, without regard to conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to the consumer carve-out below, the Courts of Hong Kong have exclusive jurisdiction over any dispute arising from or relating to the Agreement or the Service, except that we may seek injunctive or equitable relief in any court of competent jurisdiction to protect our intellectual property, our confidential information, or our Service.

Consumer carve-out. If you are an individual acting outside your trade, business, craft, or profession ("Consumer") and mandatory consumer-protection law in your country of residence grants you the right to bring proceedings in your home courts or to benefit from your home consumer-protection law, those mandatory rights apply notwithstanding the choice of law and forum above. In that case, the substantive law of your country of residence applies to the extent it cannot be derogated from by agreement, and you may sue, and may be sued by us, in the courts of your country of residence as well as in the courts of Hong Kong Special Administrative Region of the People's Republic of China.

Dispute resolution

Before commencing any formal proceeding, the parties will attempt in good faith to resolve any dispute by negotiation between designated representatives within 30 days of written notice. If the dispute is not resolved by negotiation, either party may proceed in accordance with the Governing law & forum section above.

Class-action waiver. To the maximum extent permitted by applicable law, each party waives any right to participate as a plaintiff or class member in any purported class, collective, representative, multi-plaintiff, or consolidated action against the other; each party will bring claims only in its individual capacity. If any portion of this waiver is held unenforceable in a particular jurisdiction or with respect to a particular claim (for example, under California's McGill doctrine for public-injunction claims, or under similar doctrines in Massachusetts or New Jersey), the unenforceable portion will be severed and the remainder of this Dispute resolution section will continue in full force.

Changes to these Terms

We may update these Terms from time to time. Updates take effect on publication. The version number and effective date in the header above reflect the current revision. Your continued access to or use of the Service after publication constitutes acceptance of the updated Terms. If you do not accept an updated version, your sole remedy is to stop using the Service and to terminate your account from the workspace billing settings.

General provisions

Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

No waiver. No failure or delay by us in exercising any right operates as a waiver of that right; no single or partial exercise of any right precludes any other or further exercise.

Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, the remaining provisions continue in full force, and the invalid provision will be deemed modified to the minimum extent necessary to make it enforceable while preserving its intent.

Assignment. You may not assign or transfer the Agreement, by operation of law or otherwise, without our prior written consent; any attempted assignment without consent is void. We may assign or transfer the Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets, without your consent.

Notices. Notices to you may be given by email to the address on file for your Workspace Owner or by an in-product banner. Notices to us must be sent by email to legal@chrono-ledger.com and, where the matter is legally significant, also by post to the registered office in the Contact section below.

Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

No third-party beneficiaries. Except where expressly stated, the Agreement does not confer rights on any person who is not a party to it. The Contracts (Rights of Third Parties) Ordinance Cap. 623 of Hong Kong does not apply to the Agreement.

Export. You will comply with all applicable export- control and sanctions laws and will not access or use the Service in violation of any such law.

Headings. Section headings are for reference only and do not affect interpretation.