Terms of Service

These Terms of Service (“Terms”) govern access to and use of:

• the website getcounted.ai and related pages (the “Site”);
• the Counted software platform, APIs, and tools (the “Platform”); and
• subscription accounting, bookkeeping, and related services provided by [Legal Entity Name] (“Counted,” “we,” “us,” or “our”) (the “Services”),

collectively, the “Counted Services.”

By accessing or using the Counted Services, or by entering into a service agreement, statement of work, or order form with us, you agree to these Terms. If you use the Counted Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

If you do not agree, do not use the Counted Services.

Counted provides an AI-native subscription accounting operating engine for service-led, non-inventory small and medium enterprises, primarily in the United Arab Emirates and wider GCC.

Our Services are designed to connect to your financial sources and accounting system, ingest and prepare accounting data, automate routine workflows, and support qualified accounting review. Counted is built around a human-in-the-loop model:

AI proposes; the accountant disposes.

Software and automation handle logistics, extraction, matching, categorization, and preparation. Financial outputs that are material, uncertain, or client-facing require review and sign-off by qualified accounting personnel unless explicitly governed by an approved policy you have accepted.

3.1 Business use

The Counted Services are intended for business use. You must be at least 18 years old and legally able to enter into contracts.

3.2 Invite-only access

Access to the Platform is currently limited to users who have been onboarded or authorized by Counted or by a client organization. We may refuse, suspend, or revoke access at our discretion, including where an email address is not associated with an active user account.

3.3 Sign-in providers

You may authenticate using supported identity providers (currently Google and Microsoft). You are responsible for maintaining the security of those accounts and for all activity under your Counted account.

3.4 Organization scoping

Your access is scoped to the organizations linked to your account. You must not attempt to access data belonging to other tenants or organizations.

Depending on your plan and onboarding status, Counted may:

• connect to accounting systems (for example Zoho Books or QuickBooks);
• ingest bank and transaction data through supported feeds or imports;
• capture bills, receipts, and invoices from authorized email or messaging channels;
• extract structured fields from documents using automated tools;
• suggest categories, matches, and posting actions;
• prepare draft accounting entries and review queues for accountant approval;
• post approved entries to your accounting system through authorized APIs; and
• ask structured questions when information is genuinely missing.

Service features may change over time. We may add, modify, or discontinue features, especially during early product releases, provided we do not materially remove paid features during an active paid term without appropriate notice or remedy where required by contract.

To deliver the Services, you must connect and maintain authorized integrations with third-party providers (for example accounting software, banks or open-banking aggregators, email, and messaging services).

You represent and warrant that:

• you have all rights, permissions, and consents needed to connect each source and to allow Counted to access, process, and use the resulting data for the Services;
• the data you provide or authorize us to access is accurate and lawfully obtained; and
• you will promptly notify us if an authorization is revoked, expired, or compromised.

Counted is not responsible for outages, API changes, rate limits, or access restrictions imposed by third-party providers.

You agree to:

• provide accurate onboarding and account information;
• ensure only authorized personnel use your account;
• review and respond promptly to structured questions and review items that require your input;
• maintain valid connections to required financial and document sources, or provide alternatives we support;
• comply with applicable laws, including tax, AML, and data protection obligations applicable to your business;
• not misuse the Platform (see Section 13); and
• maintain your own backups or records where required for your business, even though Counted maintains operational and audit records as part of the Services.

You remain responsible for your underlying accounting system, bank relationships, and statutory filings unless explicitly included in a separate written engagement with Counted.

7.1 Not a substitute for professional judgment

Counted uses automation and AI to assist accounting workflows. We do not guarantee that automated suggestions are complete, accurate, or suitable for every transaction. Final accounting treatment, financial statements, and regulatory filings may require professional review.

7.2 No generic tax or legal advice

Information provided through the Site, Platform, or support channels is for operational and informational purposes. It does not constitute legal, tax, or investment advice unless provided under a specific professional engagement by qualified personnel identified as such.

7.3 UAE VAT and corporate tax

Where applicable, Counted applies deterministic rules and review workflows designed for UAE VAT and corporate tax treatment. You are responsible for ensuring your organization’s facts, documents, TRNs, and classifications are correct and complete. You must notify us of material changes to your tax status or registration details.

If you purchase a subscription or service package, fees, billing intervals, and payment terms are set out in your order form, proposal, or invoice.

Unless otherwise stated:

• fees are quoted in [AED / USD] and exclusive of applicable taxes;
• invoices are due within [number] days;
• late payments may result in suspension of Services; and
• except where required by law or expressly stated in your agreement, fees are non-refundable.

We may change standard pricing for new customers on notice. Changes to your existing pricing require agreement or notice as specified in your contract.

Each party may receive confidential information from the other. The receiving party will:

• use confidential information only to perform under these Terms;
• protect it with at least reasonable care; and
• not disclose it except to personnel, advisers, or subprocessors who need to know and are bound by confidentiality obligations.

Confidential information does not include information that is public, independently developed, or lawfully obtained from a third party without restriction.

Financial data, credentials, unreleased product information, and non-public business information are treated as confidential.

Our collection and use of personal data is described in the Privacy Policy. Where we process personal data on your behalf as part of the Services, the parties will enter into a data processing agreement or equivalent terms where required by law.

You are responsible for providing any required notices to your personnel, vendors, and other individuals whose data you submit to or authorize through Counted.

11.1 Counted IP

Counted and its licensors own all rights in the Site, Platform, software, workflows, models, documentation, branding, and other materials we provide, excluding your data and third-party materials.

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform during your authorized term solely for your internal business purposes in connection with the Services.

11.2 Your data

You retain ownership of data you submit or authorize us to access (“Customer Data”). You grant Counted a license to host, process, transmit, display, and use Customer Data as necessary to provide, secure, and improve the Services, comply with law, and maintain audit records.

11.3 Feedback

If you provide suggestions or feedback, we may use them without restriction or compensation.

We use commercially reasonable efforts to maintain the availability and security of the Counted Services. However, the Platform may be unavailable due to maintenance, provider outages, integration failures, or events outside our reasonable control.

Support channels and response targets, if any, are described in your service agreement or onboarding materials.

You must not:

• access or attempt to access another tenant’s data;
• reverse engineer, scrape, or probe the Platform except as permitted by law;
• introduce malware or interfere with Platform security or performance;
• use the Services for unlawful, fraudulent, or deceptive purposes;
• upload or process data you do not have the right to share;
• bypass access controls or share accounts among unauthorized users; or
• use the Services to build a competing product by systematically extracting proprietary workflows or non-public materials.

We may investigate violations and suspend or terminate access where necessary to protect the Platform, other customers, or legal compliance.

To the maximum extent permitted by applicable law:

• the Counted Services are provided “as is” and “as available”;
• we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement;
• we do not warrant uninterrupted, error-free, or fully automated operation; and
• we do not warrant that automated categorization, matching, extraction, or posting will be accurate in every case.

You acknowledge that accounting workflows depend on the quality of source data, provider APIs, and timely human review.

To the maximum extent permitted by applicable law:

• neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility; and
• Counted’s total aggregate liability arising out of or relating to the Counted Services will not exceed the fees paid by you to Counted for the Services in the twelve (12) months before the event giving rise to the claim, or [AED / USD amount], whichever is greater,

except that these limitations do not apply to liability that cannot be excluded under applicable law, including fraud, wilful misconduct, or death or personal injury caused by negligence where exclusion is prohibited.

You will defend, indemnify, and hold harmless Counted and its officers, directors, employees, and agents from claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• your Customer Data or your instructions;
• your breach of these Terms;
• your lack of authority to connect third-party sources; or
• your violation of applicable law or third-party rights,

except to the extent caused by Counted’s breach of these Terms or unlawful processing outside your documented instructions.

We may suspend or terminate access immediately if:

• you materially breach these Terms;
• payment is overdue;
• your integrations are revoked or unusable and you do not provide a workable alternative within a reasonable period;
• continued provision would create security, legal, or regulatory risk; or
• we discontinue the Services with reasonable notice.

You may stop using the Services at any time. Termination does not relieve you of payment obligations accrued before termination.

Upon termination, we will handle Customer Data in accordance with our Privacy Policy, applicable law, and any data processing agreement. You are responsible for exporting any records you need from connected systems before disconnecting integrations.

We may update these Terms from time to time. We will post the updated Terms on the Site and update the “Last updated” date. If changes are material, we will provide additional notice as required by law or your contract. Continued use after the effective date constitutes acceptance, except where applicable law requires explicit consent.

These Terms are governed by the laws of the United Arab Emirates, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms or the Counted Services will be subject to the exclusive jurisdiction of the courts of [Dubai / specified emirate / DIFC Courts], unless otherwise agreed in writing in a signed customer agreement.

Before commencing formal proceedings, the parties will attempt in good faith to resolve disputes through executive discussion within thirty (30) days of written notice.

• Entire agreement: These Terms, together with any signed order form, service agreement, data processing addendum, and policies referenced herein, form the entire agreement regarding the Counted Services.
• Order of precedence: If documents conflict, a signed customer agreement controls over these Terms, and these Terms control over the Site copy.
• Assignment: You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Severability: If any provision is unenforceable, the remainder remains in effect.
• No waiver: Failure to enforce a provision is not a waiver.
• Force majeure: Neither party is liable for delay or failure caused by events beyond reasonable control, including provider outages, internet failures, government actions, or natural disasters.

[Legal Entity Name]
[Registered address, UAE]
Email: legal@getcounted.ai
Support: support@getcounted.ai
Website: https://getcounted.ai