Terms & Conditions

Alloy & Ledger — https://www.alloyandledger.com

Version: 1.0 Effective date: 1 January 2026 Languages: English and French (via next-intl). If versions differ, the English text prevails unless mandatory Swiss law requires otherwise.

1. Contracting parties and scope

1.1 Provider

These Terms and Conditions of Use (“Terms”) govern access to and use of the software-as-a-service platform Alloy & Ledger (“Platform”, “Service”), operated by:

Rey Morales, operating as Alloy & Ledger Sole proprietorship / Entreprise individuelle Chemin du Chano 28 1802 Corseaux, Canton of Vaud, Switzerland Email: contact@alloyandledger.com

No UID/CHE number — turnover below the Swiss VAT registration threshold (CHF 100,000).

“Alloy & Ledger” is a trade name only. It is not a registered trademark.

(hereinafter “Provider”, “Operator”, “we”, “us”).

The Operator is a natural person. Under Swiss law the Operator bears unlimited personal liability for business obligations. These Terms allocate contractual risk within the limits of mandatory law, including Article 100 of the Swiss Code of Obligations (OR).

1.2 User

The natural or legal person registering for or using the Platform (hereinafter “User”, “you”, “Studio”).

1.3 Scope

These Terms apply to:

• the public marketing site (/, /features, /about, /pricing, /faq, /app, /terms, /privacy);
• authenticated studio modules under /dashboard/*;
• the Progressive Web App (“PWA Companion”) installed from /app, providing restricted access to Quick Pricing, The Showroom, The Vault (material stock), The Ledger, Document Intake (OCR), and Studio Profile;
• all associated application programming interfaces (“APIs”), including /api/market, /api/exports/accounting, /api/accounting/summary, and OCR intake endpoints.

1.4 Excluded law

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply to these Terms or any dispute arising hereunder.

1.5 Privacy

Processing of personal data is governed by our Privacy Policy, incorporated herein by reference.

2. Service description

2.1 Nature of the Service

Alloy & Ledger is a multi-tenant jewelry studio operating system for independent artisans and apprentices. It is not certified accounting software, an enterprise resource planning (ERP) system, a regulated financial information service, or a licensed tax advisory service under Swiss law or any foreign fiscal regime.

2.2 Module inventory

Subject to subscription tier and account configuration, the Platform includes:

2.3 Operating currencies

Studios may operate in CHF, EUR, or USD, set at registration or in Studio Profile.

2.4 Subscription tiers

Public tiers include Apprentice (CHF 0, with priced-output limits published at /pricing) and Studio (paid subscription). Provider may require signup approval prior to full studio access.

2.5 No professional advice

All outputs — quotes, COGS figures, VAT estimates, inventory valuations, and CSV exports — are computational aids based on User-entered data. They do not constitute legal, tax, accounting, investment, or commercial advice.

3. Account registration and security

3.1 Eligibility. You must be at least 18 years old (or the age of majority in your jurisdiction) and capable of entering binding contracts.

3.2 Accurate information. You warrant that registration data (name, email, country, company/tax identifiers where provided) is accurate and kept current.

3.3 Credentials. You are solely responsible for safeguarding login credentials. Each Studio account is isolated by database row-level security; sharing credentials defeats that isolation and is prohibited.

3.4 PWA Companion. When using the installed companion app (/app), you acknowledge that module access is intentionally restricted and that the full studio remains available via browser at https://www.alloyandledger.com.

4. Third-party market data — absolute disclaimer

4.1 Data source. Pulse (/dashboard) and Quick Pricing (/dashboard/quick-pricing) ingest live precious-metal valuation data from the third-party Metals.dev API. Rates are converted to your studio operating currency (CHF/EUR/USD) via `/api/market`.

4.2 No guarantee. Provider does not guarantee, and expressly disclaims any warranty regarding:

• the accuracy, completeness, timeliness, or fitness for purpose of Metals.dev data or any derivative conversion;
• latency-free or uninterrupted transmission of market data;
• the correctness of currency conversion logic applied to third-party USD/CHF reference rates.

4.3 Estimates only. Any inventory valuation, client quote, Quick Pricing output, Bench COGS calculation, Showroom tier price, or Market Channels publish price that incorporates live or cached metal rates is a calculated estimate, not a binding market quotation, spot-price certification, or offer to trade metals.

4.4 Non-delegable jeweler obligation. You retain an absolute, non-delegable commercial obligation to independently verify spot prices, fineness assumptions, and quote arithmetic before signing binding sales contracts, committing to fixed-price bespoke work, revaluing inventory for external purposes, or relying on Platform outputs for hedging, collateral, or financial reporting.

4.5 Exclusion of financial liability. To the fullest extent permitted by Swiss law, Provider excludes all liability for financial losses, lost margins, mispriced inventory, under-priced sales, over-priced purchases, client disputes arising from quote discrepancies, or any decision made in reliance on Pulse, Quick Pricing, The Bench, The Vault revaluation, or Market Channels pricing outputs.

4.6 Third-party terms. Your use of Metals.dev-sourced data may additionally be subject to Metals.dev’s own terms. Provider is not responsible for changes, outages, or discontinuation of that API.

5. Financial, tax, and accounting features — internal administrative data aggregators only

5.1 Designation. The Ledger (/dashboard/ledger), Accounting (/dashboard/accounting), and — for Swiss studios with studio_country = CH — the Vaud Tax Example module (/dashboard/vaud-tax-example) are Internal Administrative Data Aggregators. They are not:

• certified or audited accounting software under Swiss law;
• a substitute for Abacus, Bexio, AbaNinja, or any statutory bookkeeping system;
• an ERP or general ledger of record;
• a licensed tax advisory service of the Swiss Federal Tax Administration (ESTV), any cantonal tax authority, or any foreign tax authority;
• software that produces legal annual accounts, official VAT returns, or Form 21021-b filings ready for unreviewed submission.

5.2 User-entered basis. All figures are computed strictly from metrics, rates, and documents entered or uploaded by you. Provider does not audit source invoices, validate tax classification, or confirm compliance with accounting standards.

5.3 Frozen COGS at sale. Where the Platform stores sales.product_cogs_at_sale, that value is frozen at the point of sale based on your studio’s COGS logic and inputs at that moment. It is a snapshot for internal traceability, not a certified cost-of-goods determination.

5.4 Export for your accountant. CSV exports via `/api/exports/accounting` deliver raw and summarized administrative data intended for handoff to a qualified professional.

5.5 Mandatory professional review. You must have every exported financial report, VAT summary, fiscal profile, and Vaud tax example output reviewed and verified by a licensed professional accountant, fiduciaire, or tax advisor before submitting returns to the ESTV, AFC, cantonal authorities, or any foreign jurisdiction. Submission without such review is entirely at your own risk.

5.6 Country-specific modules. The Vaud Tax Example module is a non-binding illustrative checklist for independent jewelers in Vaud. It does not create a tax relationship between you and Provider.

6. Anti-scraping, automated access, and contractual penalty (OR Art. 160)

6.1 Protected assets. The following are proprietary to Provider and/or licensed third parties:

• aggregated Market Channels pricing matrices (/dashboard/market-channels);
• Platform layout architecture, UI composition, navigation structure, and module workflows;
• compiled third-party data presentations (including Metals.dev-derived ticker displays);
• authenticated API responses, export schemas, and PWA Companion access layers.

6.2 Prohibited conduct. Without Provider’s prior written consent, you shall not — and shall not permit any third party to — directly or indirectly:

• use bots, crawlers, scrapers, spiders, harvesters, or headless browsers (Playwright, Puppeteer, Selenium, or equivalent);
• deploy scripts, cron jobs, or automated agents to extract, copy, index, or reconstruct Platform data or UI;
• use AI training scrapers or dataset builders on authenticated routes or API endpoints;
• circumvent authentication, rate limits, row-level security, or dashboard boundaries;
• reverse-engineer pricing logic, export formats, or market-data compilation pipelines for competitive reuse;
• resell, sublicense, or redistribute extracted data.

6.3 Contractual penalty (Konventionalstrafe). Pursuant to Article 160 OR, each distinct violation of Section 6.2 — and each calendar day on which unauthorized automated extraction continues after Provider’s written notice — triggers a contractual penalty of CHF 25,000, without prejudice to additional damages, injunctive relief, and criminal remedies where applicable.

6.4 Immediate enforcement. Upon detection of prohibited automated access, Provider may, without prior notice and without refund liability, block IP addresses, revoke session tokens, suspend or terminate the account, and preserve forensic logs.

6.5 Public crawl policy. Public marketing routes may be indexed per robots.txt and llms.txt. This does not authorize scraping of authenticated /dashboard/* or /api/* routes excluded therein.

7. User content, confidentiality, and license

7.1 Your data. You retain all rights to studio operational data you enter or upload.

7.2 License to Provider. You grant Provider a non-exclusive, worldwide, royalty-free license to host, process, back up, and display your content solely to provide and improve the Service, enforce these Terms, and comply with law.

7.3 No commercialization. Provider shall not sell, rent, license, or commercialize your operational content to data brokers, metal traders, competitors, or unrelated third parties for their independent commercial purposes.

7.4 Prohibited content. You shall not upload unlawful content, malware, or data you lack rights to process.

8. Acceptable use

You shall not attempt unauthorized access to other tenants’ data, overload /api/market or export endpoints, use the Service for money laundering or fraudulent invoicing, or misrepresent Platform outputs as official tax or accounting filings.

9. Subscription, billing, and payment

9.1 Fees. Studio tier fees are published at /pricing (currently CHF 15/month or CHF 150/year, subject to change with notice). Apprentice tier limits (priced outputs per month and lifetime, PDF caps) are also published at /pricing.

9.2 Payment processing. Paid subscriptions may be processed via Stripe. Stripe’s terms apply to payment processing.

9.3 Taxes. Fees are exclusive of applicable VAT unless stated otherwise.

9.4 Non-payment. Provider may suspend access to paid features upon failed payment, subject to mandatory consumer rights.

10. Availability, maintenance, and changes

The Service is provided on commercially reasonable efforts basis. Scheduled maintenance, infrastructure events, Metals.dev outages, and force majeure may cause interruptions. Provider may modify features or these Terms; material changes will be notified via the Platform or email.

11. Intellectual property of Provider

The Alloy & Ledger trade name, maker’s mark branding, software code, documentation, and Playbook content remain Provider’s property. No ownership transfer is implied by subscription.

12. Limitation of liability (OR Art. 100)

12.1 Contractual damages cap. To the fullest extent permitted by Article 100 OR and other mandatory provisions of Swiss law, the total aggregate liability of the Operator — whether arising in contract, tort (including negligence), strict liability, breach of statutory duty, or otherwise — for any and all claims relating to the Platform or these Terms shall not exceed the total fees actually paid by you to the Operator for use of the Service during the six (6) months immediately preceding the event giving rise to the claim (the “Liability Cap”).

12.2 Free and Apprentice tier. If you paid no fees during the preceding six (6) months, the Liability Cap shall be CHF 0, except where mandatory law prohibits such limitation.

12.3 Alternative floor. Where a non-zero floor is mandatory, the Liability Cap shall be the lower of: (a) the six-month fee total; or (b) CHF 100.

12.4 Excluded damages. To the maximum extent permitted by Article 100 OR, the Operator shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages; lost profits, revenue, margins, or business opportunities; mispriced inventory or valuation errors; tax reassessments, penalties, or rejected filings; cost of substitute services; loss or corruption of data (except where mandatory under nFADP/GDPR); reputational harm; or claims by your clients, suppliers, accountants, or tax authorities.

12.5 Module-specific exclusions. Sections 4 and 5 disclaimers apply in addition to this Section 12.

12.6 Slight negligence. Where Article 100 OR permits limitation for slight negligence in general terms, you agree the Liability Cap and exclusions apply to such claims. This does not extend to unlawful intent or gross negligence, nor injury to life, body, or health.

12.7 Aggregation. Multiple claims or causes of action shall not increase the Liability Cap.

12.8 Third-party services. The Operator is not liable for failures of Supabase, Vercel, Metals.dev, Stripe, Resend, or other third-party providers beyond the Liability Cap.

12.9 Sole proprietorship. You acknowledge that contractual limitation under OR Art. 100 is a primary risk-allocation mechanism for a micro-SaaS operated by a natural person, and that fees reflect this limited liability structure.

12.10 Notification bar. Any claim must be notified in writing to contact@alloyandledger.com within twelve (12) months of the date you knew or should have known of the facts, without prejudice to statutory limitation periods.

13. Indemnification

13.1 Indemnification by User. To the fullest extent permitted by Swiss law, you shall indemnify, defend, and hold harmless the Operator — in his personal capacity as sole proprietor — from any third-party claims, fines, penalties, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

(a) your studio data, client transactions, or exports from The Ledger, Accounting, or /api/exports/accounting; (b) your reliance on Platform outputs without independent verification; (c) your breach of these Terms, including Section 6; (d) your tax, VAT, or regulatory filings; (e) your infringement of third-party rights in uploaded content; (f) claims by your clients, suppliers, or accountants; (g) unauthorized automated access attributable to your credentials; (h) misrepresentation of Platform outputs as official accounting, tax, or market certifications.

13.2 Recovery restriction. Your indemnification obligation is independent of the Liability Cap, but your direct monetary recovery against the Operator remains strictly capped by Section 12 at all times.

13.3 Defense. The Operator may assume exclusive control of defense of any indemnified matter.

13.4 No reciprocal indemnification. The Operator owes no reciprocal indemnification except where mandatory law requires it; any such indemnity is subject to the Liability Cap.

13.5 Survival. Sections 12 and 13 survive termination.

13.6 Risk allocation. You acknowledge these provisions are essential conditions of access at current pricing tiers.

14. Term and termination

You may stop using the Service and request account deletion via contact@alloyandledger.com. Provider may suspend or terminate immediately for breach (especially Section 6), non-payment, or legal requirement. You may export accountant CSV data from The Ledger prior to closure.

15. Governing law and exclusive jurisdiction

These Terms and all non-contractual obligations are governed exclusively by substantive Swiss law, without regard to conflict-of-law rules. The exclusive place of jurisdiction is the ordinary courts of the Canton of Vaud, Switzerland, subject to mandatory statutory venues for consumers where non-waivable. The CISG is excluded (Section 1.4).

16. Miscellaneous

These Terms and the Privacy Policy constitute the entire agreement. Invalid provisions shall be replaced by valid ones closest to the economic intent. Provider may assign these Terms in connection with a business transfer. Provider is not liable for force majeure including third-party API failure.

Contact: contact@alloyandledger.com Operator: Rey Morales, operating as Alloy & Ledger, Chemin du Chano 28, 1802 Corseaux, Canton of Vaud, Switzerland