Terms of Service

1. Who we are

For this proof of concept, “we”, “us” and “our” mean the service presented under the placeholder display name below. “You” means the business signing up.

You can contact us by messaging Sterling from your account, or on Telegram if you have it connected.

2. These terms

By signing up you agree to these terms. If you are agreeing for a business, you confirm you are authorised to do so, and “you” means that business.

Versions. Each published version of these terms is numbered and dated. The version in force when you sign up is the one that governs, until it is replaced under the notice below. You can ask us at any time for a copy of the version you agreed to.

Changes. If a change materially affects what you pay or what you get, we will give you at least 60 days’ notice and you may cancel before it takes effect. Minor changes take effect on publication.

3. What Sterling Trace does — and what it does not

Sterling connects to sources of financial evidence you authorise, reads what arrives, decides what is relevant to your accounts, extracts the bookkeeping data, and keeps your records in order. It can prepare filings including VAT returns, self assessment, annual accounts and payroll submissions.

You stay in charge of what is filed. For VAT under Making Tax Digital you can authorise Sterling directly with HMRC and send your own return through Sterling: you review the figures, you make HMRC’s legal declaration, and the return goes to HMRC under your own authorisation. We are not registered as your agent with HMRC, we hold no HMRC sign-in details, and we are not acting on your behalf when you use Sterling to prepare or send something. For everything else — Companies House, Corporation Tax — we prepare and you submit.

We are not your accountant, and this is not advice. Sterling Trace is software. It is not a substitute for a qualified accountant or tax adviser, and nothing it produces is professional, accounting, tax or legal advice.

The figures are yours. You are responsible for the accuracy and completeness of your records and of anything you file, and for verifying the accuracy of anything from Sterling that you use for your legal, tax or compliance obligations. You should review any computation Sterling makes and satisfy yourself that it is correct. We are under no obligation to identify missing or incomplete information — we can only work from the evidence you connect us to.

Our output is never “audited” or “certified”. We do not perform audit, we are not an audit firm, and nothing Sterling produces is an audit opinion.

4. Your account

One login; manage as many businesses under it as you like at no extra cost. Keep your credentials secure — you are responsible for activity under your account. Tell us immediately if you suspect unauthorised access.

This is a business service. You confirm that you are subscribing for the purposes of your trade, business, craft or profession.

5. The free fortnight

Your first 14 days are free and watch-only: Sterling reads and shows you what it found, takes no action on your behalf unless you ask it to, and charges you nothing. When the fortnight ends your first billing period begins automatically unless you have cancelled — and you are still not charged until that first period ends, because we bill in arrears.

We take your payment card details before the free fortnight starts. We do not charge the card during it.

During the free fortnight, historical import is limited to the last 30 days and 250 messages. Your account shows this limit before you start an import.

6. What you pay

We bill in arrears. You are charged at the end of each billing period, for what Sterling did during it. No upfront fee, no setup fee, no per-seat fee, no minimum term, and no charge for the number of businesses you run.

Your billing period runs monthly from your billing anniversary — the day your first period began. Your billing day is never later than the 28th, so it falls on the same date in every month.

You pay for items. Section 7 defines them.

Prices exclude VAT. All amounts stated are exclusive of value added tax; where VAT is chargeable you will pay, on receipt of a valid VAT invoice, such additional amounts in respect of VAT as are chargeable at the applicable rate.

You are always charged the cheapest option. We publish price points, each with a flat fee, an included number of items and a rate beyond that. At the end of every period we work out what your actual item count would cost on each of them and charge the lowest. You never pick a plan and can never be on the wrong one, because the plan is the answer rather than the question.

Our pricing page forms part of these terms and may be updated from time to time, on the notice in section 2.

Estimates are estimates. While a period is open, your billing pages show your running item count, the price point it currently lands on and the projected bill. That projection is our best current estimate, not a quote. What you owe is fixed when the period closes.

Auto-renewal. Your subscription continues month to month until you cancel.

7. How we count items

An item is a piece of evidence Sterling judged relevant to your accounts and therefore has to track, reconcile and carry into your filings.

• We read far more than we charge for. The reading is included in the flat fee. You are charged only for what Sterling judged relevant and therefore has to keep straight for you.
• Judging something not relevant is unbilled work. Read a hundred, take on three, pay for three.
• An item is counted when Sterling takes it on, not when it reaches a return. Relevant evidence is billable work whether or not it ends up as a line on a filing — a supplier contract, a bank mandate and a lease all have to be tracked and carried forward, and evidence taken on late in one period is often carried into a filing in the next.
• The same document twice is one item.
• Our own working documents are never items.
• Every item is inspectable. Your billing pages list the items Sterling has taken on, so you can see what you are paying for.
• When we get better, your bill goes down.

Queries. If you think an invoice is wrong, tell us within 30 days of its date. You should pay any part you do not dispute in the meantime, and we will not charge interest on, or suspend the service for, a sum genuinely in dispute.

8. Corrections

While your billing period is open, nothing has been decided. A change simply takes effect and your running total moves.

Once the period has closed, that invoice is final and we do not rewrite it. The correction is applied to your next invoice, referencing the original — the same way a mistake in a filed VAT return is corrected in the current return rather than by refiling the old one.

This is not symmetrical, and you should know it. An item is charged in the period it was taken on; a correction lands on the next invoice. If you change your mind about several items after a period has closed, the credit appears on the following invoice rather than as a refund of the one already issued.

9. Payment, and what happens if it fails

Payment is taken from your payment card when your billing period closes.

If a payment fails we will retry, and tell you each time before anything about your service changes. Update your card at any point and we retry.

If payment still has not succeeded, we pause the service: Sterling stops taking in new evidence. We do not delete anything. Everything already processed stays readable, downloadable and exportable, and everything resumes and catches up once payment goes through.

Late payment. We may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

10. Cancelling

Cancel at any time by telling Sterling or from your account pages. We will confirm your cancellation with you before it is acted on, so a stray message cannot end your service.

Cancellation during the free fortnight is immediate. No Bill is created and you are charged £0.00.

After the free fortnight, cancellation takes effect at the end of your current billing period. That final period closes and is charged normally for what Sterling did in it. We do not pro-rate part periods and we do not refund a period already invoiced. You can change your mind at any time before your cancellation takes effect.

Our 14-day promise. If you cancel within 14 days of your first charge and have not made substantial use of the service, we will refund that charge. This is our commercial guarantee, not a statutory right.

When you leave you take everything. You can export every document and every ledger entry from your account pages, at any time — original files as files, ledger and billing data as CSV that opens in a spreadsheet. We will not delete your data until you have successfully exported it or told us to go ahead without an export.

After cancellation your data stays available to export. We are finalising a published retention schedule; until it is published we will not delete your data without telling you first, and you can delete your account and its data yourself at any time (section 11).

11. Your data

Your data is yours. We do not sell it, and we share it only with the providers we need to run the service, listed in our Privacy Policy.

We do not train AI models on your data. Sterling’s AI analysis is performed by the third-party providers listed in our Privacy Policy, under their business API terms, which do not permit them to train their models on your data by default. Our Privacy Policy explains how long those providers may retain it.

Our role. For some processing we act on your instructions; for other processing we act with you as a joint controller; and for some — your account, billing, security and improving the service — we decide things ourselves. Our Privacy Policy sets out which is which.

You may request export or deletion of your data at any time under UK GDPR, except for the specific records the law requires us to keep — our Privacy Policy says which those are. Export and deletion are built into your account pages, so for most requests you will not need to ask us at all.

12. Connected services

Sterling reads only what you connect it to. You authorise each connection and can disconnect any of them at any time.

You confirm you have the right to give us access. Mailboxes and bank feeds contain information about other people — your suppliers, customers and contacts. You confirm you have all rights, licences and permissions necessary for us to process it, and that where consent or notice is required from those people, you have obtained or given it.

We do not seek sensitive information. Sterling is not designed to process information about health, race, religion, politics, trade union membership, sex life or sexual orientation, or criminal offences. Before reading a mailbox message, Sterling checks who it is from and declines to read messages from senders it recognises as health or trade-union sources at all. That check is deliberately narrow and cannot see inside a message, so it is not a guarantee. You must not connect a mailbox or account that consists mainly of such material.

Connected services have their own terms and availability. If a provider changes its API, withdraws access or goes down, Sterling loses that source until it is restored.

13. What Sterling produces

Sterling uses AI. AI gets things wrong.

Everything Sterling produces — a categorisation, an extracted figure, a prepared filing, an answer in chat — is a draft for you to check, not a finished professional work product. Outputs may contain material inaccuracies even where they appear accurate because of their level of detail or specificity. Sterling is not designed for, or intended to meet, your regulatory, legal or other obligations.

Review before you rely, and always before you submit. You must check anything Sterling prepares before submitting it to HMRC or Companies House. If you submit an incorrect filing, any penalty, interest or other liability arising is yours, not ours.

We work hard on accuracy and we measure it. We do not guarantee it.

14. Availability and changes

We aim to keep Sterling running but do not promise uninterrupted service, and may take it down for maintenance. We provide the service with reasonable skill and care.

We may change how the service works and add or remove features. If we remove something you materially rely on, we will tell you.

Price changes: at least 60 days’ notice, effective from your next billing period.

15. Limitation of liability

Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud, fraudulent misrepresentation or dishonesty, or for anything else that cannot lawfully be excluded or limited.

What we are responsible for. We are liable to you for loss caused by our failure to provide the service with reasonable skill and care.

What we are not responsible for. We are not liable for loss of profit, revenue or anticipated savings, wasted expenditure, or indirect or consequential loss. As section 13 says: you review and submit your own filings, and a penalty arising from a filing you submitted is yours.

The cap. Our total liability to you, across all claims together, is limited to the greater of £100 and the total fees you paid us in the 12 months before the event giving rise to the first claim.

16. Termination by us

We may suspend or terminate if you breach these terms, use the service unlawfully, or payment fails and remains unpaid (section 9). Except in serious cases we will warn you and give you a chance to put it right. If we terminate, your export right survives.

17. General

These terms are the entire agreement between us about the service. If part of them turns out to be unenforceable, the rest still stands, and not enforcing a term is not a waiver of it. You may not assign this agreement without our consent; we may assign it on a sale of the business and will tell you.

These terms are governed by the law of England and Wales, whose courts have exclusive jurisdiction.

Version 3 · Last updated 26 August 2026