Terms of Service

1. Parties and application

1.1 These terms are a contract between Acorn Financial Services CC, a close corporation registered in Namibia with its principal place of business in Windhoek ("Acorn", "we"), and the accounting practice, firm or company that subscribes to Acorn Draft ("the Firm", "you").

1.2 Acorn Draft is offered to businesses only, for use in their professional work. It is not offered to consumers.

1.3 The Firm accepts these terms when its authorised representative signs an Order Form that refers to them, or when the Firm's owner account is activated and the Firm first uses the Service, whichever happens first. The person accepting confirms that they are authorised to bind the Firm.

1.4 The agreement consists of (a) the Order Form, (b) these terms and (c) the Data Notice. If they conflict, the Order Form prevails over these terms, and these terms prevail over the Data Notice, except that the Data Notice prevails on the handling of data.

1.5 Acorn may update these terms. We will give the Firm at least 30 days' written notice of a change that reduces the Firm's rights or increases its obligations. The Firm may terminate under clause 13.2 before the change takes effect; continued use after that date is acceptance.

2. Definitions

3. The Service

3.1 What it does. Acorn Draft prepares a draft set of annual financial statements from a client's trial balance and prior-year statements, presents every allocation and check result as a finding for the Firm's response, applies the Firm's amendments in a re-run, runs an independent check on the finished document, and records the Firm's review and approval. The Service is described in the documentation at acorndraft.com; we may improve it over time.

3.2 Drafts, not opinions. Everything the Service produces is a draft prepared for the Firm's professional review. The Service does not express an opinion on any financial statements, does not give accounting, audit, tax or legal advice, and is not a substitute for the Firm's own knowledge of its client.

3.3 The Firm remains the preparer. The Firm is solely responsible for reviewing each draft, for every judgement it approves or amends, for the facts it enters, for deciding that a set of financial statements is complete and fair, and for issuing it to its client. Partner approval in the Service is the Firm's act, not Acorn's.

3.4 No relationship with the Firm's clients. Acorn is not engaged by, and owes no duty to, the Firm's clients, their shareholders, lenders, auditors or any other person who relies on financial statements the Firm issues. The Firm must not represent otherwise.

3.5 Professional standards. The Firm is responsible for complying with the standards of its professional body, the Public Accountants' and Auditors' Act and any other law that applies to its work, including when it uses the Service to prepare statements for clients it also audits.

3.6 The second engine. The independent review stage reads the finished document with a fresh context and reports its observations. It is an additional check, not an audit, and its findings are suggestions for the Firm's reviewer to accept, amend or dismiss with a reason.

3.7 Limits. The Service supports the entity types, reporting frameworks and layouts listed in the documentation. Acorn does not warrant that a draft can be produced for every client or input file.

4. Accounts, users and security

4.1 Named accounts. Each User gets a personal, named account with a role (viewer, drafter, manager, partner or owner). Accounts may not be shared. The Firm's owner account creates and removes Users and assigns roles, and is responsible for keeping them current.

4.2 Two-factor authentication. Every User must enable two-factor authentication. Acorn may require it for partner and owner roles and may suspend accounts that do not have it.

4.3 Credentials. The Firm is responsible for all activity under its Users' accounts and API tokens, whether or not authorised by the Firm, until it tells Acorn that a credential has been compromised. The Firm must tell Acorn at security@acorndraft.com without delay if it suspects unauthorised access, and must rotate the API token from the Settings page.

4.4 Audit log. The Service records every action by every User (uploads, runs, responses, amendments, reviews, approvals, user and settings changes) against the User and the time. The Firm may inspect its own log at any time. Acorn keeps the log for the period in the Data Notice and may rely on it in any dispute about who did what.

4.5 Acorn's side. Acorn will maintain the security measures described in the Data Notice, keep the Service patched, and tell the Firm within 72 hours of confirming a security incident that affects the Firm's data, with what is known at the time and what Acorn is doing about it.

5. Firm Data and Client Data

5.1 The Firm's warranty. The Firm warrants that it is entitled to upload and process every item of Client Data in the Service: that its engagement with the client, the client's consent, or the law permits the Firm to use a third-party processor outside Namibia for that purpose, and that it has given its clients any notice its professional rules require.

5.2 Ownership. Client Data and Firm Data remain the Firm's (or its clients'). Acorn acquires no rights in them beyond the licence in clause 5.3.

5.3 What Acorn may do. The Firm grants Acorn a non-exclusive licence to host, copy, process and transmit Client Data and Firm Data only as needed to (a) provide the Service to the Firm, (b) provide support the Firm asks for, (c) keep the Service secure and investigate misuse, and (d) comply with the law.

5.4 What Acorn will not do. Acorn will not sell Client Data, use it for advertising, disclose it to anyone other than the Sub-processors listed in the Data Notice and persons permitted by clause 10, or use it to train or improve any machine-learning model. Acorn's Sub-processors that provide language-model services are bound by terms that prohibit training on the data sent to them (see the Data Notice).

5.5 The Firm's own learning. The Service keeps, for the Firm alone, the house rules the Firm sets, the responses its Users record, and each client's approved years, so that later drafts for that client and that Firm improve. This information is not shared with any other firm.

5.6 Sub-processors and location. Acorn hosts the Service and processes Client Data in the locations and with the Sub-processors listed in the Data Notice, which includes processing outside Namibia. Acorn will give the Firm at least 30 days' notice of a new Sub-processor by updating the Data Notice and emailing the owner account; the Firm may object in writing within that period, and if Acorn cannot accommodate the objection the Firm may terminate under clause 13.2 with a pro-rata refund of prepaid Fees.

5.7 Legal requests. If Acorn is required by law or a court to disclose Client Data, it will tell the Firm first where the law allows and disclose only what is required.

5.8 The Data Notice. The Data Notice forms part of this agreement and describes the categories of data, the purposes, the locations, the security measures, the retention periods and the Firm's rights. The Firm is responsible for passing on to its clients any information in it that the Firm's professional rules require.

6. Acceptable use

The Firm and its Users may not:

• use the Service for anything unlawful, or to prepare statements the Firm knows to be false or misleading;
• upload data the Firm has no right to upload, or data of a person who is not the Firm's client;
• issue or sign financial statements produced by the Service without the review and approval described in clause 3;
• give access to anyone who is not a User, share accounts, or resell, sublicense or offer the Service to a third party;
• copy, decompile, reverse-engineer or otherwise try to obtain the source code, engine logic, templates, prompts or note library of the Service, or build a competing product with its Output;
• probe, scan or test the security of the Service without Acorn's written permission, interfere with it, or circumvent usage limits;
• use automated means to access the Service other than through the documented API with the Firm's own token.

Acorn may suspend an account or token under clause 13.4 if it reasonably believes this clause has been breached.

7. Fees and payment

7.1 Fees. The Firm pays the Fees in the Order Form. [Decision: the pricing model. Options drafted for: (a) a fee per set of financial statements drafted, invoiced monthly in arrears; (b) a fee per User per year, invoiced annually in advance; (c) an annual platform fee plus a per-set fee.] Fees are in Namibia Dollar and exclude VAT, which is added at the rate in force.

7.2 Invoices. Invoices are payable within 30 days of the invoice date by electronic transfer to the account on the invoice. Acorn may charge interest on overdue amounts at the prime lending rate of Acorn's bank plus 2% a year, and may suspend the Service under clause 13.4 if an invoice is more than 30 days overdue after a written reminder.

7.3 Pilot and early-access terms. Where the Order Form says the Firm is on a pilot, the Fees in the Order Form apply for the pilot period only. Either party may end the pilot on 14 days' notice. At the end of the pilot the subscription continues on the standard Fees unless the Firm ends it.

7.4 Changes. Acorn may change the Fees on at least 60 days' written notice, effective from the Firm's next renewal. Fees do not change during a prepaid Term.

7.5 Usage beyond the plan. If the Firm's use exceeds the limits in the Order Form (sets, Users or storage), Acorn will tell the Firm and invoice the excess at the rates in the Order Form or, if none, at Acorn's then-current rates.

8. Availability, support and changes

8.1 Availability. Acorn will use reasonable efforts to keep the portal available 99% of the time in each calendar month, measured at the portal's address and excluding (a) maintenance announced at least 48 hours in advance and carried out outside 07:00–18:00 Windhoek time on working days, (b) outages caused by the Firm's own systems or connectivity, and (c) events outside Acorn's reasonable control. [Decision: whether to offer a service credit, for example 5% of the month's Fees for each full percentage point below 99%, capped at 25%.]

8.2 Drafting time. Drafting times quoted in the documentation and marketing are typical, not guaranteed. A draft may take longer for large or unusual input files or when the Service is busy.

8.3 Support. Acorn provides support by email at support@acorndraft.com on working days from 08:00 to 17:00 Windhoek time, and aims to respond within one working day. Support covers the use of the Service. It does not cover the accounting content of a client's statements, which remains the Firm's professional work.

8.4 Changes to the Service. Acorn may add, change or remove features. Acorn will give at least 60 days' notice before removing a feature the Firm relies on, or before changing the layout of the Output in a way that would alter issued statements, and will keep the export functions in clause 13.6 available throughout the Term.

8.5 Third-party services. The Service depends on hosting and language-model providers. If one of them changes or withdraws a service, Acorn will substitute an equivalent provider, listed in the Data Notice under clause 5.6, and will not be in breach for a resulting interruption that it remedies within a reasonable time.

9. Intellectual property

9.1 Acorn's. Acorn (or its licensors) owns the Service: the software, the calculation engine, the checks, the document templates and layouts, the standard wording library, the prompts, the documentation and the Acorn Draft name and marks. The Firm gets only the right to use the Service during the Term under these terms.

9.2 The Firm's. The Firm owns the Output produced from its Client Data, and may use, edit, issue and keep it without restriction and without attribution to Acorn. Standard wording that appears in the Output (reports, policies, note texts) is licensed to the Firm for use in the Firm's financial statements for as long as the Firm wishes, including after termination.

9.3 House rules and responses. The house rules, reasons and responses the Firm records are the Firm's. Acorn may read them only to provide the Service to the Firm (clause 5.3).

9.4 Feedback. If the Firm suggests improvements, Acorn may use the suggestion without obligation. This does not extend to any Client Data or Firm Data.

9.5 Improvements to the Service. Acorn may use what it learns from operating the Service in general (for example which checks fail most often, or which layouts are needed) to improve it, provided nothing Acorn uses identifies the Firm or any client.

10. Confidentiality

10.1 Each party will keep the other's confidential information confidential, use it only for this agreement, and disclose it only to its own staff, professional advisers and (for Acorn) Sub-processors who need it and are bound by equivalent obligations. Client Data and Firm Data are the Firm's confidential information. The Service's design, pricing and non-public documentation are Acorn's.

10.2 The obligation does not apply to information that is public through no fault of the recipient, that the recipient already had or develops independently, or that must be disclosed by law (subject to clause 5.7).

10.3 The obligation lasts during the Term and for five years after it, and for Client Data for as long as Acorn holds any of it.

10.4 On termination each party will return or destroy the other's confidential information under clause 13.6, except for copies that must be kept by law or that sit in routine backups until those backups expire under the Data Notice.

11. Warranties and disclaimers

11.1 Acorn warrants that it will provide the Service with reasonable skill and care, substantially as described in the documentation, and that it has the right to grant the licence in clause 9.1.

11.2 The Firm warrants that it is a registered business, that the person accepting is authorised, and gives the warranties in clause 5.1.

11.3 No warranty on Output. Acorn does not warrant that any Output is complete, accurate, compliant with any reporting framework, tax law or professional standard, or suitable for issue. Every figure is calculated from the data the Firm supplies; every allocation, narrative and judgement is a suggestion for the Firm's review; and the tax computation applies the rules configured in the Service, which the Firm must confirm are the rules in force for the client's year of assessment.

11.4 No other warranties. To the extent the law allows, all other warranties, conditions and terms, whether implied by statute, common law or otherwise, are excluded, including any warranty of fitness for a particular purpose or uninterrupted or error-free operation.

12. Liability

12.1 Where responsibility sits. The Firm is the preparer, reviewer and issuer of its clients' financial statements and tax computations. Acorn supplies software that drafts and checks. Acorn does not practise accountancy, does not audit, does not review the Firm's work and does not advise the Firm's clients. The Firm's decision to approve and issue any Output is its own professional judgement, made under its own engagement letter, its own professional standards and its own insurance. Acorn owes no duty of care to any client of the Firm or to any other person who relies on what the Firm issues (clause 3.4).

12.2 What Acorn is liable for. Subject to the rest of this clause, Acorn is liable to the Firm for direct loss that the Firm proves was caused by Acorn's breach of this agreement or by Acorn's negligence.

12.3 Cap. Acorn's total liability to the Firm under or in connection with this agreement, whether in contract, delict, under statute or otherwise, for all claims arising in any period of twelve consecutive months, is limited to the greater of (a) the Fees paid by the Firm for the twelve months immediately before the event giving rise to the first of those claims, and (b) N$50 000.

[Decision: the floor. N$50 000 gives a small practice on a low plan something real to claim and reads as fair; a higher floor is a selling point but increases Acorn's exposure on every contract. If a firm negotiates, the usual trade is a higher cap in exchange for a longer term or annual prepayment.]

12.4 Higher cap for data breaches. [Option, for larger firms that ask for it.] For loss caused by Acorn's breach of clause 5 (Firm Data and Client Data) or clause 10 (Confidentiality), the limit in clause 12.3 is instead the greater of (a) three times the Fees paid in the twelve months before the event and (b) N$250 000. All other terms of this clause apply.

12.5 What Acorn is not liable for. Acorn is not liable, however the claim arises and even if Acorn was told the loss was possible, for:

• indirect or consequential loss, or loss of profit, revenue, business, contracts, goodwill or anticipated savings;
• any amount that a client of the Firm, a regulator, the Namibia Revenue Agency, a professional body or any other third party claims from or imposes on the Firm in connection with financial statements, tax computations or other documents the Firm issued or filed, including additional tax, interest, penalties, fines, damages, fee refunds and the cost of disciplinary or regulatory proceedings;
• loss that results from Client Data that was incomplete, inaccurate, not the final version or uploaded in the wrong period, from a trial balance that did not agree to the Firm's own records, or from house rules, mappings, facts or responses the Firm's Users recorded;
• loss that results from the Firm issuing, filing or relying on Output without completing the review and approval in clause 3, or from issuing a draft that the Service shows as not yet approved;
• loss that results from unauthorised access caused by a User sharing credentials, not enabling two-factor authentication, or the Firm not removing a User who has left (clause 4);
• loss of or damage to data to the extent the Firm could have avoided it by keeping its own copies of source records and of the statements it issued, which the Firm must keep in any event under its professional and statutory record-keeping duties;
• loss caused by the Firm's breach of this agreement, by use outside the documentation, or by a change to the Service or its Output made by the Firm or by a third party on the Firm's behalf.

12.6 What is not excluded. Nothing in this agreement excludes or limits either party's liability for fraud or fraudulent misrepresentation, for wilful misconduct, for death or personal injury caused by its negligence, or for any liability that the law does not allow to be excluded or limited. [Decision: whether to add gross negligence to this list. Firms' attorneys often ask for it, and under Namibian common law an exclusion that is read to cover gross negligence is construed narrowly against Acorn in any event, so conceding it costs little and reads well. Fraud can never be excluded; the draft already says so.]

12.7 The Firm's indemnity. The Firm indemnifies Acorn, its members, staff and Sub-processors against every claim, loss, cost (including reasonable legal costs) and liability arising from (a) financial statements, tax computations or other documents the Firm issued or filed, whether or not based on Output; (b) Client Data that the Firm uploaded without the authority, consents or notices required by clause 5.1; (c) a breach of clause 6 (Acceptable use) by the Firm or a User; or (d) a claim by a client of the Firm, or by a regulator or professional body, against Acorn in connection with the Firm's services to that client. Acorn will tell the Firm promptly of any such claim, allow the Firm to conduct its defence and settlement (provided no settlement admits fault on Acorn's part or imposes obligations on Acorn without Acorn's written consent), and give reasonable assistance at the Firm's cost.

12.8 Acorn's indemnity. Acorn indemnifies the Firm against every claim that the Service (excluding Client Data, Firm Data, house rules and the content of Output) infringes a third party's intellectual property rights in Namibia, on the same conduct conditions as clause 12.7 with the roles reversed. If such a claim is made or is likely, Acorn may obtain the right for the Firm to continue, change the Service so that it no longer infringes, or, failing those, end the affected part of the Service and refund Fees prepaid for the unused period. This clause is the Firm's only remedy for infringement. It does not apply to infringement caused by Client Data, by house rules, or by use contrary to the documentation.

12.9 Mitigation and insurance. Each party will take reasonable steps to limit its loss. The Firm will keep professional indemnity insurance appropriate to its practice in force throughout the Term. Acorn will keep [professional indemnity and cyber liability insurance of not less than N$[amount]] in force and will give the Firm a certificate on request. [Decision: whether to commit to a cover amount. The procurement teams of larger firms will ask; a figure in the contract is stronger than a figure in a brochure.]

12.10 Time limit. The Firm must notify Acorn in writing of any claim, with reasonable detail, within six months of becoming aware of the facts giving rise to it, and no claim may be brought against Acorn more than twelve months after the event giving rise to it. [Attorneys to confirm that this contractual shortening is enforceable as drafted; the Prescription Act, 1969 otherwise applies.]

12.11 Fees reflect this allocation. The Firm acknowledges that the Fees are set on the basis of the allocation of risk in this clause and that Acorn would not provide the Service for these Fees without it.

12.12 Short form. The following wording may be shown on the Order Form or sign-up page as a summary. The full clause governs.

Acorn Draft prepares drafts and runs checks. Your firm reviews, approves and issues every document and remains professionally responsible for it. Acorn's liability to your firm is limited to the fees you paid in the previous 12 months (minimum N$50 000) and excludes indirect loss and any amount your clients, regulators or the tax authority claim from you. Fraud and wilful misconduct are never excluded. See clause 12 of the Terms.

13. Suspension and termination

13.1 Term and renewal. This agreement starts when the Firm accepts it under clause 1.3 and continues for the subscription period in the Order Form (monthly or annual). It renews automatically for further periods of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the current period.

13.2 Termination by the Firm. The Firm may end this agreement at any time by written notice or through the Settings page. Termination takes effect at the end of the current subscription period and prepaid Fees are not refunded, except that a termination under clause 1.5 (changes to these terms) or clause 5.6 (a new Sub-processor) takes effect on the date in the Firm's notice and Acorn refunds Fees prepaid for the period after that date.

13.3 Termination by Acorn. Acorn may end this agreement (a) for convenience on 90 days' written notice, refunding Fees prepaid for the period after termination; (b) immediately, if the Firm commits a material breach that is not remedied within 30 days of written notice, or a breach of clause 6 that cannot be remedied; (c) immediately, if the Firm's Fees are more than 30 days overdue after a written reminder; or (d) immediately, if the Firm is placed in liquidation, enters a compromise with creditors, stops trading, or ceases to be entitled to practise.

13.4 Suspension. Acorn may suspend access to all or part of the Service, with as much notice as the circumstances allow, where (a) Fees are more than 30 days overdue after a written reminder (clause 7.2); (b) the Firm's use threatens the security, integrity or availability of the Service or other customers' data; (c) Acorn reasonably believes clause 6 has been breached; or (d) the law or a court order requires it. Acorn will restore access as soon as the cause is resolved. Fees continue to accrue during a suspension caused by the Firm. Suspension does not stop the Firm from exporting under clause 13.6 unless the suspension is for a security threat or a breach of clause 6.

13.5 Effect of termination. On termination or expiry (a) the Firm's right to use the Service ends, subject to the export window in clause 13.6; (b) the Firm pays all Fees accrued to the date of termination; (c) each party returns or destroys the other's confidential information under clause 10.4; and (d) the licence in clause 9.2 for standard wording already in the Firm's issued statements continues.

13.6 Export and deletion. For 30 days after termination (the export window) the Firm's Users may sign in solely to download, for each client year, the Output, the Client Data as uploaded, the findings and responses, and the audit log, using the export functions in the Service, and Acorn will give reasonable assistance. Acorn will delete Firm Data and Client Data from the live Service within 60 days after the export window closes, and from backups when those backups expire under the Data Notice, keeping only the records it must keep by law (invoices and the Firm's name and billing history) and audit-log entries for the period in the Data Notice. If the Firm asks in writing for earlier deletion, Acorn will act on the request within 14 days and confirm in writing.

13.7 Survival. Clauses 3.2 to 3.4, 5, 7 (for Fees accrued), 9, 10, 11.3, 11.4, 12, 13.5 to 13.7 and 14 survive termination.

14. General

14.1 Governing law. This agreement is governed by the law of the Republic of Namibia.

14.2 Disputes. The parties will first try to settle any dispute by discussion between a partner of the Firm and a member of Acorn within 30 days of either party's written request. If that fails, either party may refer the dispute to arbitration in Windhoek under the Arbitration Act, 1965, before a single arbitrator agreed between the parties or, failing agreement within 14 days, appointed by the President of the Law Society of Namibia. The arbitration is confidential and the award is final. Either party may approach the High Court of Namibia for urgent or interim relief or to recover undisputed Fees. [Decision: arbitration keeps a dispute about a client's financial statements out of the public record, which both sides will usually prefer. If Acorn would rather have the courts, replace the arbitration sentences with: "The parties submit to the exclusive jurisdiction of the High Court of Namibia."]

14.3 Notices. Notices under this agreement must be in writing and sent by email, to Acorn at legal@acorndraft.com and to the Firm at the email address of its owner account (or a replacement address the Firm records in the Service). A notice is treated as received on the next working day after it is sent, unless the sender receives a delivery failure. Notice of a claim under clause 12.10, and any court or arbitration process, must also be delivered to the party's registered address.

14.4 Assignment and subcontracting. The Firm may not assign or transfer this agreement without Acorn's written consent, which will not be unreasonably withheld; no consent is needed for a transfer to a successor practice that takes over the Firm's business and accepts these terms in writing. Acorn may assign this agreement to an affiliate or to a buyer of its business on written notice, provided the assignee takes over Acorn's obligations. Acorn may use the Sub-processors listed in the Data Notice (clause 5.6) and remains responsible for their work.

14.5 Entire agreement. The documents in clause 1.4 are the whole agreement between the parties about the Service and replace every earlier proposal, demonstration, brochure and correspondence. Neither party relies on any statement not recorded in them. Nothing in this clause excludes liability for fraudulent misrepresentation.

14.6 Changes. Changes to these terms are made under clause 1.5, to the Fees under clause 7.4, to the Sub-processor list under clause 5.6, and to the Data Notice under its clause 9. No other change is effective unless recorded in writing and accepted by both parties.

14.7 Waiver and severability. A delay in enforcing a right is not a waiver of it. If any provision is found unenforceable, it is to be read down to the extent needed to make it enforceable and the rest of the agreement is unaffected.

14.8 Relationship and third parties. The parties are independent contractors. Nothing in this agreement creates a partnership, agency or employment relationship, and no person other than the parties (including the Firm's clients) has any right under it.

14.9 Force majeure. Neither party is liable for a failure or delay caused by an event beyond its reasonable control, such as a failure of national power or telecommunications infrastructure, a government order, strike, fire, flood or epidemic, provided it tells the other party promptly and does what it reasonably can to resume performance. This does not excuse payment of Fees already due. If the event continues for more than 60 days either party may terminate on written notice and Acorn will refund Fees prepaid for the period after termination.

14.10 Electronic acceptance and signatures. The parties agree, as the Electronic Transactions Act 4 of 2019 permits, that this agreement and any Order Form, notice or amendment may be concluded, signed and delivered electronically, and that an electronic signature of any kind (a typed name, a click on an acceptance control in the Service, or a signature applied through an electronic-signature platform) is sufficient, without the need for a recognised electronic signature under section 20 of that Act. A record of acceptance kept in the Service, with the User, time and version of the terms accepted, is evidence of the agreement.

14.11 Language. This agreement is in English. Any translation is for convenience only.

Sources