Terms of Service

These Terms of Service and End-User Licence Agreement (Terms) govern access to and use of BuildPass Ledger, Ledger, app.ledger.build, related websites, APIs, dashboards, reports, integrations, AI-assisted features, implementation services, support services and associated products and services (Ledger).

Ledger is built and operated by BuildPass Pty Ltd ACN 652 324 635 (BuildPass, we, us or our). Ledger is a construction finance platform that helps construction businesses connect operational activity, project cost information, budgets, claims, purchase orders, invoices, accounting records, reporting and related workflows.

If you use Ledger on behalf of a company, partnership, trust, government body or other organisation, you represent that you are authorised to accept these Terms on behalf of that organisation. In these Terms, Customer means the organisation that subscribes to, pays for, receives access to, or otherwise uses Ledger, and User means a person authorised by the Customer to access or use Ledger.

For support, contact support@buildpass.com.au. For privacy questions, contact privacy@buildpass.com.au.

1. Related documents

These Terms should be read together with:

• the Ledger Privacy Policy, available at https://ledger.build/privacy-policy;
• the Ledger AI Policy, available at https://ledger.build/ai-policy; and
• the Ledger Subprocessors and Third-Party Services page, available at https://ledger.build/subprocessors.

If a signed order form, master services agreement, data processing addendum, enterprise agreement, or other written agreement between BuildPass and the Customer expressly conflicts with these Terms, that written agreement applies to the extent of the conflict.

2. Relationship with BuildPass and availability

Ledger may be supplied as a standalone product, as part of a BuildPass plan, as an add-on to BuildPass, through a private beta, or under a separate order form or commercial agreement.

Ledger may connect to BuildPass products, project records, field activity, site activity, contractor data, subcontractor data, client portal data and related workflows where the Customer enables those features.

BuildPass may make Ledger available through ledger.build, app.ledger.build, a BuildPass domain, or another domain notified by BuildPass.

3. Who may use Ledger

Ledger is intended for business use by builders, contractors, subcontractors, site managers, project managers, administrators, finance teams, external accountants, bookkeepers, consultants, invited collaborators and client portal users.

Ledger is not intended for personal, household or consumer use. Ledger is not directed to children.

4. What Ledger does

Ledger may support functionality including:

• project budgets, committed costs, actual costs, cost-to-complete views, work-in-progress reporting and budget-versus-actual reporting;
• job cost tracking, cost codes, chart-of-accounts mapping, class tracking, items, locations, departments, tracking categories and other accounting dimensions;
• customer, client, supplier, vendor, subcontractor and contact records;
• invoices, bills, purchase orders, change orders, variations, progress claims, attachments, reports, payment statuses, journal entries and related records;
• dashboards, exports, APIs, reconciliations, exception handling, approval workflows, audit trails and reporting;
• integrations with accounting, finance, ERP, bookkeeping and operational systems, including platforms such as QuickBooks, Xero, Sage and similar systems;
• AI-assisted coding, classification, variance explanation, document extraction, matching, forecasting, summarisation and workflow recommendations; and
• implementation, configuration, onboarding, support and training related to use of the software.

BuildPass may add, change, suspend, limit or remove features from time to time.

5. Licence and access rights

Subject to these Terms and any applicable order form, BuildPass grants the Customer and its authorised Users a limited, non-exclusive, non-transferable, revocable licence to access and use Ledger for the Customer's internal business purposes.

The Customer must ensure that all Users comply with these Terms. The Customer is responsible for all activity under its account, including activity by administrators, employees, contractors, subcontractors, consultants, accountants, bookkeepers and client portal users it invites or permits to access Ledger.

6. Accounts, administrators and permissions

Users may need an account to use Ledger. Users must provide accurate, current and complete information and keep account details up to date.

The Customer may appoint one or more administrators. Administrators may be able to invite Users, manage permissions, connect or disconnect integrations, approve sync settings, configure accounting mappings, review AI-assisted outputs, export data and perform other account-level actions.

The Customer is responsible for deciding which Users should have access to Ledger and what permissions they should have. BuildPass is not responsible for unauthorised access caused by Customer permission settings, shared credentials, weak passwords, compromised devices, failure to disable a User, or failure to manage third-party account permissions.

7. Customer responsibilities

The Customer and each User must:

• use Ledger only for lawful business purposes;
• ensure they have authority to upload, enter, sync, disclose or process any data through Ledger;
• ensure Customer Data supplied to Ledger is accurate, lawful and appropriately permissioned;
• review all accounting mappings, classifications, invoices, bills, purchase orders, claims, reports, exports, journal entries and other outputs before relying on them;
• maintain appropriate accounting, tax, legal, financial, compliance and internal-control processes outside Ledger;
• comply with the terms and policies of connected third-party services;
• protect login credentials and notify BuildPass promptly of suspected unauthorised access;
• maintain backups and records required by law, regulation, accounting standards, contract, or internal policy; and
• ensure any client, subcontractor, supplier, worker, employee or other third-party information provided to Ledger has been collected and shared lawfully.

8. Accounting Platform integrations

The Customer may choose to connect Ledger to accounting, finance, ERP, bookkeeping or related platforms (Accounting Platforms). The Customer is responsible for ensuring it has the right to authorise each connection.

Depending on the Accounting Platform, Customer configuration, User permissions, selected features and available API scopes, Ledger may read, import, store, process, display, classify, map, reconcile, export, create or update records such as accounts, customers, clients, vendors, suppliers, subcontractors, invoices, bills, purchase orders, payment records, payment statuses, tax rates, classes, tracking categories, items, attachments, reports, journal entries and related metadata.

Some Ledger deployments or features may be read-only. Other features may support limited write-back to an Accounting Platform. If write-back is enabled, Ledger is designed to support human review, permissioning, mapping, exception handling and approval steps before material accounting records are created or updated, where commercially reasonable.

Ledger does not currently initiate payments, process card payments, move money, make payroll payments, lodge taxes, submit tax filings, make credit decisions, broker loans, provide invoice factoring, provide insurance, or provide regulated payment or financial services. If BuildPass later offers any such functionality, it may require separate disclosures, consents, permissions and terms before use.

The Customer is responsible for reviewing all data before it is written to an Accounting Platform. Ledger is not a substitute for bookkeeping review, accounting review, tax review, management approval, professional-adviser review, segregation of duties, or internal controls.

Accounting Platform APIs, permissions, data models, regional editions, downtime, rate limits, errors, security controls and policies may affect Ledger functionality. BuildPass is not responsible for the acts, omissions, availability, security, or data practices of third-party Accounting Platforms except to the extent required by law or expressly agreed in writing.

9. BuildPass and operational integrations

Where enabled by the Customer, Ledger may connect with BuildPass or other operational systems to support construction finance workflows. This may include connecting field activity, site records, project records, sign-on information, purchase orders, claims, dockets, delivery records, photos, workflows, approvals or other operational data with accounting records and project financials.

The Customer remains responsible for deciding which operational data is connected to Ledger and which Users may access that data.

10. AI-assisted features

Ledger may include AI-assisted features that help with coding, classification, extraction, matching, variance explanation, anomaly detection, forecasting, summarisation, OCR, drafting, margin analysis, workflow recommendations and related tasks (AI Features).

AI Features may be enabled by default or embedded in certain workflows. AI Features are designed to support human review. They do not make final business, accounting, tax, legal, financial, payment, lending, employment, insurance or compliance decisions.

AI outputs may be incomplete, inaccurate, outdated, biased, duplicated, or unsuitable for a particular purpose. Users must review, verify, approve, reject, override or correct AI outputs before relying on them, communicating them externally, or using them in accounting records, reports, customer communications, payment workflows or third-party systems.

More detail about AI Features is provided in the Ledger AI Policy at https://ledger.build/ai-policy.

11. No professional advice

Ledger is a software platform. BuildPass does not provide accounting, bookkeeping, tax, legal, financial, investment, lending, payment, insurance, payroll, employment, compliance or other regulated professional advice through Ledger.

Reports, dashboards, forecasts, classifications, recommendations, mappings, calculations, alerts, exports, AI outputs and other Ledger-generated materials are provided for operational and informational purposes only.

The Customer remains solely responsible for its accounting records, tax filings, financial statements, statutory obligations, contract administration, payment decisions, payroll decisions, commercial decisions, management approvals and professional-adviser review.

The Customer should obtain advice from qualified accountants, bookkeepers, tax advisers, lawyers, financial advisers, payroll specialists or other professionals where required.

12. Customer Data

Customer Data means data, documents, content, records, files, images, attachments, communications, accounting records, project records, operational records, personal information, prompts, AI outputs and other materials submitted to, imported into, generated in, or synced with Ledger by or on behalf of the Customer or its Users.

The Customer retains ownership of Customer Data. The Customer grants BuildPass a worldwide, non-exclusive licence to host, copy, transmit, display, process, analyse, transform, create technical or operational derived data from, and otherwise use Customer Data as necessary to:

• provide, maintain, secure and support Ledger;
• connect Ledger with enabled integrations;
• provide AI Features and other product functionality;
• troubleshoot, debug and improve Ledger;
• comply with law and third-party platform requirements;
• enforce these Terms; and
• exercise BuildPass's rights under these Terms.

BuildPass may create aggregated, de-identified, or anonymised data that does not reasonably identify the Customer, Users, individuals, or confidential Customer Data. BuildPass may use that data for analytics, benchmarking, product improvement, security, research and business purposes.

BuildPass does not sell Customer Data.

13. Privacy

BuildPass handles Personal Information in accordance with the Ledger Privacy Policy at https://ledger.build/privacy-policy.

The Customer is responsible for providing any privacy notices and obtaining any consents, permissions, legal bases, employee notices, contractor notices, client notices or supplier notices required for its own collection, use, disclosure and processing of Personal Information through Ledger.

14. Security

BuildPass uses commercially reasonable administrative, technical and organisational measures designed to protect Ledger and Customer Data. These measures may include encryption in transit, encryption at rest where supported, access controls, role-based permissions, audit logs, monitoring, least-privilege access, secure token handling, vendor review and incident response processes.

No system is completely secure. The Customer is responsible for configuring permissions appropriately, securing devices, managing Users, protecting credentials, reviewing exports, managing connected-system permissions and maintaining its own internal controls.

Any public statement about a security program, security review, compliance project, audit, certification, or pending certification is informational only and is not a warranty unless expressly stated in a signed agreement.

15. Third-party services and subprocessors

Ledger may rely on third-party services to provide hosting, infrastructure, authentication, billing, analytics, communications, error monitoring, AI processing, storage, support, integrations and other operational functions.

The current Ledger Subprocessors and Third-Party Services page is available at https://ledger.build/subprocessors.

Third-party services may have their own terms, privacy policies, security practices, availability limits and data processing conditions. BuildPass is not responsible for third-party services except to the extent required by law or expressly agreed in writing.

16. Fees, plans and taxes

Ledger may be provided under standalone fees, bundled BuildPass plans, usage-based pricing, implementation fees, support fees, promotional pricing, beta access, or other commercial arrangements.

Fees, billing cycles, included features, usage limits and payment terms may be set out in an order form, online checkout, invoice, pricing page, or written agreement. Unless stated otherwise, fees are non-refundable except where required by law.

The Customer is responsible for applicable taxes, duties, levies and government charges, excluding taxes on BuildPass income.

17. Availability, support and changes

BuildPass will use commercially reasonable efforts to make Ledger available, but does not guarantee uninterrupted or error-free access. Availability may be affected by maintenance, updates, outages, third-party services, internet issues, security events, force majeure events, or other matters outside BuildPass's reasonable control.

BuildPass may provide support through email, help centre, chat, in-app support, implementation services, or other channels notified to the Customer. Standard support does not include custom development, accounting advice, tax advice, legal advice, bookkeeping services, payroll services, or non-standard implementation work unless agreed separately.

BuildPass may change Ledger from time to time, including by adding, modifying, limiting, suspending, or discontinuing features.

18. Beta and preview features

Some features may be labelled beta, pilot, preview, experimental, early access, or similar. Those features may be incomplete, unstable, changed materially, or discontinued. They are provided "as is" and should not be used for critical workflows unless the Customer has appropriate review, backup and contingency processes.

19. Prohibited use

Customers and Users must not:

• use Ledger for unlawful, misleading, fraudulent, abusive, harmful, discriminatory, unsafe or excessive activity;
• interfere with the security, integrity, performance, or availability of Ledger;
• attempt to gain unauthorised access to Ledger, BuildPass systems, another customer's data, or third-party systems;
• copy, modify, reverse engineer, decompile, disassemble, scrape, crawl, or attempt to derive source code, models, algorithms, architecture, system prompts, non-public APIs, or non-public product logic except to the extent the law expressly prohibits this restriction;
• bypass usage limits, security controls, approval flows, or permission settings;
• upload malicious code or content;
• use Ledger to send spam or unauthorised communications;
• use Ledger to develop a competing product using non-public information from Ledger;
• remove proprietary notices or branding; or
• use Ledger in a way that breaches the policies of BuildPass, connected platforms, AI providers, payment providers, or other third-party services.

BuildPass may suspend or restrict access where it reasonably believes there has been a breach of this section or where suspension is needed to protect Ledger, BuildPass, another customer, a third-party service, or any person.

20. Confidentiality

Each party may receive confidential information from the other. The receiving party must use confidential information only for purposes related to these Terms, protect it using reasonable care, and not disclose it except to personnel, advisers, contractors, subprocessors, affiliates, or representatives who need to know it and are bound by confidentiality obligations, or where required by law.

Confidential information does not include information that is public without breach, already known without restriction, independently developed, or lawfully received from a third party without confidentiality restriction.

21. Intellectual property

BuildPass and its licensors own Ledger, including software, interfaces, workflows, designs, documentation, templates, methods, models, algorithms, analytics, aggregated data, de-identified data, know-how, trademarks and related intellectual property, excluding Customer Data.

The Customer and Users must not use BuildPass or Ledger trademarks without prior written permission.

If the Customer or a User provides feedback, suggestions, ideas, bug reports, corrections, or feature requests, BuildPass may use them without restriction or compensation, provided BuildPass does not disclose Customer confidential information in doing so.

22. Data export, deletion and retention

During the subscription term, Ledger may provide exports or APIs for certain Customer Data. Export formats and availability may vary by feature, plan, integration and technical feasibility.

On cancellation, termination, disconnection of an integration, or request, BuildPass may retain Customer Data for a reasonable period to support account recovery, legal compliance, audit trails, dispute resolution, security, backups and legitimate business purposes. BuildPass may delete Customer Data after termination or inactivity in accordance with its retention practices.

Where Customer Data must be retained by law, for audit purposes, to preserve financial records, or to maintain security and dispute-resolution records, BuildPass may retain it even if an integration is disconnected or a deletion request is made, subject to applicable privacy law.

Deleted Customer Data may remain in backups for up to 30 days, unless a longer period is required for legal, security, continuity, or technical reasons.

23. Suspension and termination

BuildPass may suspend or terminate access to Ledger if:

• the Customer or a User breaches these Terms;
• fees are overdue;
• continued access creates a security, legal, regulatory, operational, or third-party-platform risk;
• a third-party provider suspends or terminates an integration;
• BuildPass is required to do so by law; or
• the Customer's subscription ends.

The Customer may stop using Ledger at any time, but stopping use does not automatically cancel fees unless the applicable order form, online checkout terms, or written agreement allows cancellation.

Sections that by their nature should survive termination will survive, including provisions about fees owed, Customer responsibilities, data retention, privacy, confidentiality, intellectual property, disclaimers, liability limits, indemnities and dispute resolution.

24. Disclaimers

To the maximum extent permitted by law, Ledger is provided "as is" and "as available". BuildPass does not warrant that Ledger will be uninterrupted, error-free, secure, accurate, complete, compatible with every accounting configuration, compliant with every Customer obligation, or suitable for every purpose.

BuildPass does not warrant the accuracy or completeness of accounting records, AI outputs, forecasts, tax handling, reports, integrations, mappings, classifications, or data imported from or exported to third-party systems.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, warranty, right, or remedy that cannot lawfully be excluded, restricted, or modified.

25. Liability

To the maximum extent permitted by law, BuildPass is not liable for indirect, consequential, incidental, special, exemplary, or punitive loss, loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of data, business interruption, or accounting, tax, legal, regulatory, financial, payroll, or professional-advice consequences arising from use of Ledger.

To the maximum extent permitted by law, BuildPass's aggregate liability arising out of or relating to Ledger and these Terms is limited to the fees paid by the Customer for Ledger in the 12 months before the event giving rise to the claim, or AUD $100 if no fees were paid.

26. Indemnity

The Customer indemnifies BuildPass, its officers, employees, contractors and affiliates against loss, cost, damage, expense, claim, or liability arising out of or relating to:

• Customer Data;
• the Customer's or User's use of Ledger;
• breach of these Terms;
• breach of third-party terms or policies;
• unlawful collection, use, disclosure, or processing of Personal Information;
• accounting records, tax filings, payment decisions, financing decisions, legal compliance, payroll decisions, or professional-adviser reliance; or
• data written to or read from third-party systems at the Customer's direction.

27. Governing law and disputes

These Terms are governed by the laws of Victoria, Australia, unless a signed agreement says otherwise or mandatory law requires otherwise.

Before commencing proceedings, each party must use reasonable efforts to resolve disputes in good faith. Nothing prevents either party from seeking urgent injunctive or equitable relief.

28. Changes to these Terms

BuildPass may update these Terms from time to time by posting an updated version or notifying the Customer. If a change materially affects the Customer's rights or obligations, BuildPass will use reasonable efforts to provide notice. Continued use of Ledger after the effective date of an update constitutes acceptance of the updated Terms.

29. Contact

For support, contact BuildPass support at support@buildpass.com.au.

For privacy matters, contact the Privacy Office at privacy@buildpass.com.au.