Terms of Service

1. Who we are and what these terms cover

These Terms of Service ("Terms") are an agreement between Joaqim Ndiema, trading as TriMatch ("we", "us") and the business that creates a TriMatch workspace ("you", "the customer"). TriMatch is a web application that helps accounts payable teams match vendor invoices to purchase orders and receipts, route them for approval, and prepare payment and accounting records.

By creating a workspace, starting a free trial or using TriMatch, you agree to these Terms and to our Privacy Policy and Acceptable Use Policy. The person who accepts them confirms they are authorised to do so for the business. TriMatch is for business use only, not for personal or household use.

2. Your account and acceptable use

You are responsible for your workspace, for the people you invite, and for what they do in it. Keep passwords and sign-in codes private, use two-factor sign-in where you can, and tell us promptly at legal@trimatchap.com if you think someone has accessed your account without permission.

You must give accurate sign-up information and follow the Acceptable Use Policy. In short: do not break the law, do not upload content you have no right to use, do not try to break or overload the service, and do not try to reach other customers' data.

If you add phone numbers for team members so TriMatch can text them, you confirm that each person has agreed to receive those operational text messages. TriMatch records that confirmation and does not text numbers without it.

3. Subscriptions and the free trial

TriMatch is sold as a subscription per company. Current plans are Starter ($149 a month), Growth ($349 a month) and Scale ($699 a month). Yearly billing is available for Starter ($1,490 a year) and Growth ($3,490 a year). Each plan includes a number of invoices a month, shown on the billing page. Prices exclude any taxes that apply. The plans and prices shown on the billing page when you subscribe are the ones that apply to you.

Free trial. New workspaces can start a 30-day free trial. A payment card is required to start it. Nothing is charged during the 30 days. On day 31 the plan you chose is charged automatically, and then again at the start of each billing period, unless you cancel. You can cancel at any time before the trial ends, in Manage billing, and you will not be charged.

Renewal and cancellation. Subscriptions renew automatically for the same period until cancelled. You can cancel at any time; cancellation takes effect at the end of the period you have already paid for. Except where the law requires otherwise, payments are not refundable and we do not give credit for partial periods. The Refund Policy lists the exceptions.

Price changes. We may change prices for future billing periods. We will tell account admins by email in advance, before a price change affects you, and you can cancel before it takes effect.

4. Payment through Lemon Squeezy

Payments are handled by Lemon Squeezy, which acts as the merchant of record (reseller) for TriMatch subscriptions. Lemon Squeezy takes the payment, calculates and collects sales tax or VAT, and issues receipts and invoices. When you pay, you also agree to Lemon Squeezy's own terms for the purchase. We do not see or store your full card number.

TriMatch itself never holds or moves your money. When you pay vendors, TriMatch prepares bank payment files and records; your bank carries out the payment.

5. Non-payment, read-only mode and your data

If a payment fails, we and Lemon Squeezy will try to collect it again and tell your admins. If it stays unpaid, or your subscription is cancelled or the trial ends without a plan, your workspace becomes read-only: you can still sign in, look at your records and export your data, but you cannot add or process new work until a plan is active again.

We do not delete your data because of non-payment. If you want your workspace and its data deleted, ask an admin to request it, and see the Privacy Policy for how deletion and backups work.

6. Your data

You own your data. "Customer data" means the invoices, purchase orders, receipts, vendor details, documents and other information you or your users put into TriMatch. As between you and us, you keep all rights in it.

Our license to use it. You give us a limited, non-exclusive licence to host, copy, process, transmit and display customer data only as needed to provide, secure and support TriMatch for you, to follow your instructions (including integrations you switch on), and to comply with the law. We do not sell customer data and we do not use it to advertise to anyone.

You are responsible for having the right to put customer data into TriMatch, including any personal information about your staff and vendors. Admins can download a full export of the workspace at any time from Settings, Data & retention.

Where we process personal information on your behalf, we do so as your processor or service provider, as described in the Privacy Policy. A data processing addendum is available on request.

7. Confidentiality

Each of us may receive non-public information from the other, such as customer data, pricing, security details or business plans ("confidential information"). The receiving party will use it only for this agreement, protect it with at least reasonable care, and share it only with people and service providers who need it and are bound to keep it confidential. This does not apply to information that is public through no fault of the receiver, that the receiver already had or developed independently, or that it lawfully got from someone else. Either party may disclose confidential information if the law requires it, after giving the other notice where allowed.

8. Our service and feedback

We own TriMatch, its software and its content, other than customer data. We give you a non-exclusive, non-transferable right to use TriMatch for your internal business during your subscription. You must not copy, resell or reverse-engineer it except where the law allows. If you send us ideas or feedback, we may use them without any obligation to you.

Integrations with third parties, such as QuickBooks Online, Xero, email or text messaging, are provided by those third parties under their own terms. We are not responsible for their services.

9. Disclaimer of warranties

We work hard to keep TriMatch accurate, available and secure. However, TriMatch is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the service will be uninterrupted or error-free.

TriMatch helps your team check invoices, but it does not replace your own review. Matching results, automatic reading of documents (including optional AI reading) and suggested actions can be wrong. You remain responsible for approving invoices, checking vendor bank details, and the payments and accounting entries you make.

10. Limitation of liability

To the fullest extent the law allows:

• Neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if it was told they were possible.
• Each party's total liability arising out of or relating to these Terms is limited to the fees you paid for TriMatch in the 12 months before the event that gave rise to the claim.

These limits do not apply to your payment obligations, to either party's indemnity obligations below, or to liability that cannot be limited by law (for example, for fraud).

11. Indemnification

You will defend and indemnify us against third-party claims, and the resulting losses and reasonable costs, that arise from customer data you supplied, from your or your users' breach of these Terms or the Acceptable Use Policy, or from your use of TriMatch in breach of the law.

We will defend and indemnify you against third-party claims that TriMatch itself, as we provide it, infringes that party's intellectual property rights, and pay the resulting losses and reasonable costs. This does not cover claims caused by customer data, by combining TriMatch with things we did not provide, or by changes we did not make.

The party seeking protection must tell the other promptly, let it control the defence and settlement, and reasonably cooperate.

12. Suspension and termination

You may stop using TriMatch and cancel at any time. We may suspend access, wholly or in part, if we reasonably believe it is needed to protect the service, other customers or the public, for example in case of a security threat, unlawful use or a serious breach of the Acceptable Use Policy. Where reasonable we will tell you first and give you a chance to fix the problem.

Either party may end this agreement if the other materially breaches it and does not fix the breach within 30 days of written notice.

After the agreement ends you can still sign in to the read-only workspace and export your data, unless deletion has been requested or the law prevents it. Sections that by their nature should continue (including 6, 7, 9, 10, 11 and 14) survive.

13. Changes to these terms

We may update these Terms. For material changes, we will notify account admins by email or in the app at least 30 days before they take effect, unless the change is needed sooner for legal or security reasons. The "Last updated" date at the top shows the current version. If you do not agree to a change, you may cancel before it takes effect. If you keep using TriMatch after that, the new Terms apply.

14. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules. Before starting any formal proceedings, each party will first try in good faith to resolve the dispute by contacting the other at the contact details below and talking for at least 30 days.

Any dispute that cannot be resolved this way will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will be conducted in English and held online by video, unless both parties agree otherwise, so neither party has to travel. Judgment on the award may be entered in any court with jurisdiction. Claims are brought only on an individual basis, not as a class. Either party may instead bring an individual claim in a small claims court where it qualifies.

Nothing in this section stops either party from seeking urgent relief to protect its confidential information or intellectual property.

15. General

These Terms, together with the policies they link to and any order or data processing addendum we sign with you, are the whole agreement about TriMatch. If any part is found unenforceable, the rest stays in effect. Not enforcing a right is not a waiver. Neither party may assign this agreement without the other's consent, except to a successor of its business. Neither party is liable for delays caused by events beyond its reasonable control.

16. Contact

Joaqim Ndiema, trading as TriMatch
Email: legal@trimatchap.com