1. Definitions

In these Terms, the following words have the meanings given below:

• "Stalwa", "we", "us", "our" means Infosoft Consulting Ltd, a company registered in England and Wales.
• "Service" means the Stalwa web application, available at https://stalwa.com, including all features, tools, APIs, and related services.
• "User", "you", "your" means the individual or legal entity who creates an account and uses the Service.
• "Account" means the account you create when you register for the Service.
• "Content" means all data, text, files, information, and other materials you input into or generate using the Service, including invoices, client records, and business information.
• "Subscription" means a paid plan that grants access to additional features of the Service.
• "Free Plan" means the no-cost tier of the Service with limited features as described on our pricing page.
• "Pro Plan" means the paid subscription tier of the Service.
• "Trial Period" means the 14-day period following account creation during which Pro Plan features are available at no charge.

2. Acceptance of these Terms

By registering for an account, clicking "I agree", or otherwise accessing or using the Service, you confirm that:

• You are at least 18 years of age (or the age of legal majority in your jurisdiction, if higher);
• You have the legal capacity to enter into a binding contract;
• If you are accepting on behalf of a business or other legal entity, you have the authority to bind that entity to these Terms; and
• You have read, understood, and agree to these Terms and our Privacy Policy.

If you do not meet these requirements, you must not use the Service.

3. The Service

Stalwa is an invoicing and business management platform designed to help freelancers and small businesses create, send, and manage invoices. The Service includes:

• Invoice creation, management, and PDF generation;
• Client management and record-keeping;
• Revenue reporting and financial summaries;
• AI-assisted line item extraction (Pro Plan and Trial Period only); and
• Related tools and features as described on our website.

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time. We will provide reasonable notice of material changes where possible.

Financial information disclaimer

Stalwa is a software tool, not a financial, accounting, legal, or tax adviser. Nothing in the Service constitutes professional advice. Tax rates displayed are indicative only and may not apply to your specific circumstances. You are solely responsible for ensuring your invoices comply with applicable laws and regulations, including VAT, GST, and sales tax requirements. We strongly recommend consulting a qualified accountant or tax adviser.

4. Accounts & registration

Registration

To use the Service, you must create an Account using a valid email address and password. You agree to provide accurate, current, and complete information during registration and to keep your Account information up to date.

Account security

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must:

• Choose a strong, unique password;
• Not share your credentials with any third party; and
• Notify us immediately at support@stalwa.com if you suspect unauthorised access to your Account.

We are not liable for any loss or damage arising from your failure to keep your credentials secure.

One account per user

Each Account is for a single user or business. You may not create multiple Accounts to circumvent plan limits or any suspension or termination of your Account.

5. Subscription & billing

Plans

The current plan features, usage limits, prices, promotional offers, currencies, and taxes are shown on our pricing page and/or at checkout. Those details form part of these Terms. If there is a conflict between this page and the checkout page, the checkout page shown to you when you subscribe will apply to that Subscription.

Billing

Paid Subscriptions are billed monthly in advance unless stated otherwise at checkout. By subscribing, you authorise us, through our payment processor Stripe, to charge your payment method on a recurring basis. Any applicable taxes, VAT, GST, sales tax, currency conversion charges, or bank fees will be shown where required or applied by your payment provider.

Promotional and early bird pricing

We may offer promotional or early bird pricing from time to time. Any eligibility rules, promotional price, renewal price, currency, and duration will be shown on the pricing page or at checkout. Unless the checkout page states otherwise, a promotional rate applies only while you maintain a continuous active Subscription and may not apply if your Subscription lapses, is cancelled, or is restarted later.

Currency

Prices may be displayed in one or more currencies. The actual charge to your payment method may vary due to exchange rates, card issuer rules, taxes, and bank fees. We are not responsible for charges imposed by your bank, card issuer, or payment provider.

Failed payments

If a payment fails, we or Stripe may retry the charge. If payment remains outstanding after reasonable attempts, we may downgrade your Account to the Free Plan, suspend access to paid features, or suspend your access to the Service until payment is resolved.

Cancellation & refunds

You may cancel your Subscription at any time through the Billing section of your Account or, if that is unavailable, by contacting support. Cancellation takes effect at the end of the current billing period; you will retain access to paid features until then unless these Terms allow earlier suspension. We do not provide refunds for partial months or unused time, except where required by applicable law or expressly stated at checkout.

6. Free trial

When you create an Account, we may provide a free Trial Period during which some or all Pro Plan features are available at no charge. Unless stated otherwise when you sign up, the Trial Period lasts 14 days and no payment method is required to start it.

What happens at the end of the trial

At the end of the Trial Period, your Account will automatically revert to the Free Plan unless you choose to subscribe. You will not be charged automatically unless you have separately provided payment details and agreed to a paid Subscription.

Your data during and after the trial

Invoices, clients, and data you create during the Trial Period are retained on your Account when the trial ends, subject to these Terms and our Privacy Policy. Items or features above the Free Plan's published limits may become read-only, locked, hidden, or unavailable for editing until you upgrade, reduce your usage, or otherwise bring your Account within the Free Plan limits. No invoice or client data is deleted solely because the Trial Period expires.

Trial reminders

We may send trial-related emails, including reminders before expiry, an expiry notification, and upgrade prompts. These are service communications related to your Account and are not marketing emails.

One trial per user

The Trial Period is available once per person and once per business unless we expressly allow otherwise. Creating multiple Accounts to obtain additional trial periods, avoid limits, or bypass restrictions is a breach of these Terms.

7. Acceptable use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service to create or send fraudulent, fictitious, or misleading invoices;
• Use the Service for any activity that violates applicable laws or regulations, including tax evasion or money laundering;
• Attempt to gain unauthorised access to any part of the Service or any other user's Account;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service;
• Use automated tools (bots, scrapers, crawlers) to access the Service without our written permission;
• Upload or transmit any malicious code, viruses, or harmful data;
• Use the Service to harass, abuse, or harm any person;
• Resell, sublicense, or otherwise commercialise the Service without our written permission; or
• Circumvent any rate limits, usage caps, or plan restrictions.

We reserve the right to investigate suspected violations and to suspend or terminate Accounts in breach of this section, without refund.

8. Intellectual property

Our intellectual property

The Service, including its software, design, trademarks, logos, and all content created by us, is owned by or licensed to Stalwa and is protected by applicable intellectual property laws. Nothing in these Terms transfers any ownership of our intellectual property to you.

Your intellectual property

You retain full ownership of all Content you create, upload, or input into the Service, including your invoices, client data, business information, and logos. By using the Service, you grant us a limited, non-exclusive, royalty-free licence to store, process, and display your Content solely as necessary to provide the Service to you.

Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us an irrevocable, royalty-free, worldwide licence to use that feedback without restriction or compensation to you.

9. Your data

How we collect, use, and protect personal data is described in our Privacy Policy, which forms part of these Terms.

Your Content

You retain ownership of the Content you create, upload, input, or generate using the Service, including invoices, client records, business information, logos, and related files. You grant us a limited licence to host, store, process, transmit, display, and back up your Content solely as necessary to provide, secure, support, and improve the Service and comply with law.

Data responsibility

You are responsible for the accuracy, legality, and appropriateness of the Content you input into the Service, including any personal data relating to your clients. You must have a lawful basis to store and process your clients' personal data within Stalwa, and you must comply with applicable data protection, invoicing, tax, and record-keeping laws.

Data processing terms for client data

Where you input personal data about your clients, customers, contacts, or other third parties into the Service, you are the controller of that personal data and we process it as your processor, except where we process data for our own purposes described in the Privacy Policy.

We will process that client data only to provide, maintain, secure, support, and improve the Service; to comply with your documented instructions in these Terms and your use of the Service; and to comply with applicable law. We will ensure that personnel authorised to process client data are subject to appropriate confidentiality obligations.

We may use sub-processors such as AWS, Stripe, and Sentry as described in the Privacy Policy. We remain responsible for our sub-processors' processing of client data under our data protection obligations and will require appropriate contractual safeguards from them.

Taking into account the nature of the processing and the information available to us, we will provide reasonable assistance with data subject requests, security obligations, breach notifications, and data protection impact assessments where required by applicable data protection law. We may charge a reasonable fee for assistance that is excessive, complex, or outside normal support.

When your Account is closed or terminated, we will delete or anonymise client data in accordance with our retention policy, except where we are required to retain information by law. You are responsible for exporting any records you need before deletion.

Data export

You may export your invoice data and client records using the reports, export, or download features available in your plan. You should export data before closing your Account or before the end of any recovery period.

Data retention on termination

Following termination or cancellation of your Account, we will retain your Account data, invoice data, and client records for up to 30 days to allow for account recovery and export, after which they will be permanently deleted or anonymised, except where we are required to retain information by law.

10. AI features

Pro Plan users and users in a Trial Period may have access to AI-assisted invoice line item extraction, powered by Amazon Bedrock and selected foundation models.

How AI features work

When you use the AI line item extraction feature, the description text you provide is sent to Amazon Bedrock for processing. The AI generates suggested line items based on your description. These suggestions are returned for your review and are not automatically saved unless you choose to save or apply them.

Your responsibility to review

You must review all AI-generated line items before saving or sending an invoice. Stalwa does not guarantee that AI-generated suggestions will be accurate, complete, lawful, tax-compliant, or suitable for your circumstances. You are solely responsible for the content of all invoices you create or send, regardless of whether AI features were used.

No professional advice

AI-generated content does not constitute financial, accounting, tax, legal, or other professional advice. You should consult a qualified professional where appropriate.

Do not input sensitive data

You must not enter sensitive personal data, bank account details, National Insurance numbers, health information, confidential third-party information, or information you are not authorised to disclose into the AI description field.

AI data processing

We do not use your Content to train AI models. AWS states that Bedrock inputs and outputs are not used to train foundation models and are not shared with third-party model providers. Further details are set out in our Privacy Policy.

11. Third-party services

The Service integrates with and relies on third-party services including:

• Stripe — for payment processing, checkout, billing, subscription management, fraud prevention, and receipts. Your payment information is handled directly by Stripe and is subject to Stripe's Privacy Policy. We do not store your full payment card details.
• Amazon Web Services (AWS) — for cloud hosting, file storage, authentication, email delivery, operational logs, and AI processing.
• Amazon Cognito — for secure authentication and identity management.
• Amazon Bedrock — for AI-assisted line item extraction.
• Sentry — for error monitoring, diagnostics, and performance monitoring.

We are not responsible for the practices, availability, outages, changes, or content of third-party services, except to the extent required by applicable law. Your use of the Service may depend on the continued availability of these third-party services.

12. Disclaimers

To the fullest extent permitted by applicable law:

• The Service is provided "as is" and "as available" without warranties of any kind, express or implied;
• We do not warrant that the Service will be uninterrupted, error-free, or free of viruses or other harmful components;
• We do not warrant the accuracy, completeness, or fitness for purpose of any content generated by or displayed in the Service, including AI-generated suggestions and tax rate information;
• Nothing in the Service constitutes financial, accounting, tax, or legal advice; and
• We are not responsible for any loss arising from your reliance on information provided by the Service.

Nothing in this clause limits any rights you may have under consumer protection laws that cannot be excluded by contract.

13. Limitation of liability

To the fullest extent permitted by applicable law, Stalwa's total liability to you for any claim arising under or in connection with these Terms or the Service — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the greater of:

• The total fees you paid to us in the 12 months preceding the claim; or
• £100 (one hundred pounds sterling).

In no event shall Stalwa be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, including loss of profits, loss of data, loss of goodwill, business interruption, or the cost of substitute services, even if we have been advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Stalwa, its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Service in breach of these Terms;
• Content you submit, create, or send using the Service;
• Your violation of any applicable law or third-party rights; or
• Any dispute between you and your clients.

15. Termination

Termination by you

You may close your Account at any time by contacting us at support@stalwa.com or through the Account settings. Closure of a paid Account does not entitle you to a refund of any prepaid subscription fees.

Termination by us

We may suspend or terminate your Account and access to the Service immediately and without notice if:

• You breach any of these Terms;
• We are required to do so by law; or
• We reasonably believe your Account is being used for fraudulent or illegal purposes.

We may also terminate or suspend your Account with 30 days' notice for any other reason.

Effect of termination

Upon termination: your right to use the Service ceases immediately; we will retain your data for up to 30 days before deletion or anonymisation; and any outstanding fees become immediately due and payable. Sections 7, 8, 12, 13, 14, and 17 survive termination.

16. Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will:

• Update the "Effective date" at the top of this page;
• Notify you by email to the address registered on your Account; and
• Display a notice within the Service.

Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and close your Account.

17. Governing law & disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

Any dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales, except that:

• If you are a consumer resident in Scotland or Northern Ireland, you may bring proceedings in your local courts; and
• Nothing prevents either party from seeking urgent injunctive relief in any competent jurisdiction.

If you are a consumer, you may also have the right to use alternative dispute resolution (ADR) schemes. Further information is available from the Citizens Advice Bureau.

18. Contact us

If you have any questions about these Terms or the Service, please contact us: