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Legal

Terms of Service

Effective: 1 June 2025  ·  Last updated: 19 July 2026

Please read these Terms carefully. By creating an account or using SpendToScope you agree to be bound by these Terms on behalf of yourself and, where applicable, your organisation. If you do not agree, do not use the Service.

Business use only. SpendToScope is available exclusively to individuals and entities acting in the course of a trade, business or profession. These Terms do not create a consumer contract and the Consumer Rights Act 2015 does not apply. If you are a consumer (an individual acting for purposes outside your trade, business or profession), you may not use this Service.

These Terms of Service (“Terms”) govern your access to and use of SpendToScope (“the Service”), operated by Hidbrain Ltd, registered in England & Wales (Company No. 12170656) (“we”, “us”, “our”).

These Terms incorporate our Privacy Policy and our Data Processing Agreement, each of which form part of the binding contract between you and Hidbrain Ltd.


1. Definitions

  • “Customer” / “you” — the business entity or individual (acting in a professional capacity) that subscribes to or uses the Service.
  • “User” — any individual authorised by the Customer to access the Service under their Subscription.
  • “Customer Data” — all data, including ERP financial records, that you upload, connect or submit to the Service.
  • “Platform” — the SpendToScope web application, APIs and associated services accessible at hidbrain.com.
  • “Subscription” — your paid (or trialling) access to the Service under the plan you select.
  • “Order Form” — any written order, quote or plan selection that specifies the Subscription tier, fees and billing cycle.

2. The Service

SpendToScope is a cloud-based carbon accounting platform that connects to your ERP system to calculate Scope 1, 2 and 3 greenhouse gas emissions from your accounts payable data. The Service is provided on a software-as-a-service basis and is intended for business use only.

We will use reasonable endeavours to make the Service available 24 hours a day, 7 days a week. We target 99.5% monthly uptime (excluding scheduled maintenance). Where we fall below 99.5% uptime in any calendar month, your sole remedy is a proportionate service credit applied to your next invoice, calculated as: (downtime minutes ÷ total minutes in month) × monthly fee. Credits will not exceed the value of one month's fee and are not redeemable for cash.

We will give you at least 7 days' notice of scheduled maintenance that is likely to cause significant disruption. We reserve the right to modify features with reasonable notice; we will not materially degrade core functionality during a paid Subscription term without offering a proportionate remedy.

3. Account registration

You must provide accurate, complete and current information when creating an account. You are responsible for all activity that occurs under your account and must maintain the confidentiality of your login credentials. Notify us immediately at support@hidbrain.com if you suspect any unauthorised access.

Each User must have their own individual account. You may not share credentials between multiple individuals.

By creating an account, you represent and warrant that: (a) you have authority to bind the Customer to these Terms; (b) the Customer is a business entity or individual acting in a professional capacity; and (c) all information you provide is accurate.

4. Free trial

We offer a 14-day free trial with no credit card required. At the end of the trial period your account will be suspended unless you select a paid Subscription. No data will be deleted during the 14-day post-trial grace period. We reserve the right to modify or discontinue the free trial offer at any time without notice.

5. Subscriptions and payment

5.1 Plans and fees

Subscription fees are as displayed on our pricing page at the time of purchase. All prices are in GBP and exclusive of VAT. VAT will be charged at the applicable UK rate. If you are VAT-registered outside the UK, reverse charge may apply.

5.2 Billing cycles

Monthly Subscriptions are billed every 30 days from the subscription start date. Annual Subscriptions are billed upfront for a 12-month period. You authorise us to charge your payment method on the applicable billing date.

5.3 Price changes

We will give you at least 30 days' written notice (by email to your registered address) of any increase in Subscription fees. Price increases take effect at your next renewal date. If you do not wish to accept a price increase, you may cancel before the renewal date — your current price applies until the end of the paid period.

5.4 Cancellation and refunds

You may cancel your Subscription at any time via your account settings or by emailing support@hidbrain.com.

  • Monthly Subscriptions: cancellation takes effect at the end of the current billing period. No partial-month refunds are issued.
  • Annual Subscriptions: if you cancel within 14 days of the initial payment or any renewal date, you are entitled to a pro-rated refund for the unused portion of the annual term. After 14 days, annual Subscriptions are non-refundable except where required by law.

5.5 Late payment

If payment fails, we will notify you and retry up to three times over 7 days. If payment remains outstanding after 14 days we may suspend access to the Service without further notice. Outstanding amounts will accrue statutory interest at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% per annum above the Bank of England base rate) from the due date until the date of payment.

6. Customer Data and data ownership

You own your Customer Data. Hidbrain Ltd claims no intellectual property rights over your Customer Data. You grant us a limited, non-exclusive, non-transferable licence to store, process and use your Customer Data solely to provide and improve the Service during your Subscription.

We connect to your ERP system with read-only OAuth access. We do not write to, modify or delete any records in your accounting system.

We will maintain the confidentiality of your Customer Data in accordance with our Privacy Policy and Data Processing Agreement.

On termination or cancellation, you may export your carbon calculation data via the Platform for 30 days. After this period we will securely delete your Customer Data, subject to legal retention obligations. We will not use your Customer Data for any purpose unrelated to the Service after your Subscription ends.

You are responsible for ensuring that you have all necessary rights, licences and consents (including from your ERP provider and any individuals whose personal data is contained in your ERP records) to share that data with us for processing under the Service.

7. Data processing (Article 28 UK GDPR)

To the extent that Hidbrain Ltd processes personal data on your behalf in connection with the Service, the terms of our Data Processing Agreement (DPA) apply. The DPA is incorporated into these Terms by reference and takes effect automatically on acceptance of these Terms. You do not need to sign a separate document.

You, as data controller, are responsible for ensuring you have a lawful basis under UK GDPR for the personal data you instruct us to process.

8. Acceptable use

You agree not to:

  • Use the Service for any unlawful purpose or in a manner that violates applicable law or regulation
  • Attempt to gain unauthorised access to any part of the Platform or its underlying infrastructure
  • Reverse engineer, decompile or disassemble any part of the Platform
  • Resell, sublicence or make the Service available to third parties as a commercial offering, except as expressly permitted under an Enterprise plan
  • Upload or process data you do not have the legal right to process
  • Interfere with or disrupt the integrity, performance or availability of the Service
  • Use the Service to generate, store or transmit content that is unlawful, fraudulent, defamatory or harmful
  • Circumvent any technical or security measures in the Platform

We reserve the right to suspend or terminate accounts that breach these obligations without prejudice to any other remedies available to us.

9. Intellectual property

Hidbrain Ltd and its licensors own all intellectual property rights in the Platform, including its software, algorithms, trade marks, design and documentation. Nothing in these Terms transfers any IP rights to you.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during your active Subscription solely for your internal business purposes.

If any third party claims that the Platform infringes their intellectual property rights, we will, at our option: (a) obtain a licence permitting your continued use; (b) modify the Platform to remove the infringement; or (c) if neither is commercially reasonable, terminate the relevant part of the Service and refund any prepaid fees for the affected period.

10. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure (“Confidential Information”).

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without reference to Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives the disclosing party prompt notice to seek a protective order where possible.

Each party will use the other's Confidential Information only for the purpose of performing or receiving the Service, and will disclose it only to employees, contractors or advisers who need to know and are bound by obligations at least as protective as these Terms.

The confidentiality obligations in this Section survive termination of these Terms for a period of 5 years.

11. Warranties

Hidbrain Ltd warrants that:

  • It will provide the Service with reasonable care and skill;
  • The Platform will substantially conform to its documentation during your Subscription;
  • It has the right to provide the Service and grant the licences in these Terms;
  • It will comply with all applicable UK laws in the performance of the Service.

The carbon emission calculations provided by SpendToScope are based on DEFRA and other published emission factor databases. They are provided for information and internal reporting purposes only and do not constitute professional environmental, legal, financial or regulatory advice. You are solely responsible for ensuring your carbon reporting satisfies any applicable regulatory or legal requirements. We make no warranty that our calculations will satisfy the requirements of any specific regulator, auditor or standard.

Except as expressly stated in these Terms, all conditions, warranties and representations implied by statute or common law are excluded to the fullest extent permitted by law.

12. Limitation of liability

Nothing in these Terms limits or excludes liability for:

  • Death or personal injury caused by negligence;
  • Fraud or fraudulent misrepresentation;
  • Any other liability that cannot be excluded or limited under English law.

Subject to the above, Hidbrain Ltd's total aggregate liability to you arising under or in connection with these Terms — whether in contract, tort (including negligence), breach of statutory duty or otherwise — shall not exceed the total Subscription fees paid by you in the 12 months immediately preceding the event giving rise to the claim.

Neither party shall be liable for any indirect, consequential, special or punitive losses, loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of data or loss of business opportunity, whether or not such losses were foreseeable or the party had been advised of their possibility.

You acknowledge that this limitation of liability reflects a fair and reasonable allocation of risk between commercial parties and that Hidbrain Ltd would not have entered into these Terms on different terms.

13. Indemnity

You agree to indemnify, defend and hold harmless Hidbrain Ltd and its officers, directors and employees from and against any third-party claims, actions, proceedings, losses, damages, costs and expenses (including reasonable legal fees) arising directly from:

  • Your Customer Data infringing any third-party intellectual property right or data protection right;
  • Your material breach of the data controller obligations under Section 7 of these Terms; or
  • Your wilful misconduct or fraudulent misrepresentation.

This indemnity does not cover claims that arise from Hidbrain Ltd's own negligence or breach of these Terms.

14. Third-party integrations and AI-assisted features

The Service integrates with third-party platforms including Xero, QuickBooks Online and others (“Third-Party Services”). Your use of those integrations is subject to the terms and privacy policies of the respective providers. We are not responsible for the availability, accuracy, security or conduct of any Third-Party Service. We will use reasonable endeavours to notify you if a key third-party integration becomes unavailable.

The Service uses an AI language model provided by a third-party AI provider to assist with classifying certain invoice categories for carbon accounting purposes. Only the supplier name and invoice category description are submitted to the AI provider for this purpose. Invoice amounts, dates, payment details and other financial data are not shared with the AI provider. The AI provider is contractually prohibited from using data submitted through our account to train or improve its models. Hidbrain Ltd remains the data processor responsible for the accuracy and security of the Service as a whole, including any AI-assisted outputs.

15. Suspension and termination

We may suspend or terminate your account with immediate effect, giving as much notice as reasonably practicable, if you:

  • Materially breach these Terms and fail to remedy the breach within 14 days of written notice (where the breach is capable of remedy);
  • Fail to pay undisputed fees after the late payment period in Section 5.5;
  • Become insolvent, enter administration, have a receiver appointed, or make an arrangement with creditors;
  • Use the Service in a manner that poses a security risk or may cause harm to the Platform or other users; or
  • Are required to be terminated by applicable law.

Where suspension is due to non-payment you may reinstate your Subscription by settling all outstanding amounts.

Upon termination: your licence to use the Platform ceases immediately; Sections 6, 9, 10, 12, 13 and 18 survive termination.

16. Changes to these Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' written notice by email to your registered address before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not accept the revised Terms, you may cancel your Subscription before the change takes effect and receive a pro-rated refund for any prepaid period beyond that date.

17. Force majeure

Neither party shall be in breach of these Terms or liable for delay in performing, or failure to perform, any obligation under these Terms if such delay or failure results from events, circumstances or causes beyond that party's reasonable control, including but not limited to: acts of God; pandemic or epidemic; fire, flood, earthquake or natural disaster; acts of government or regulatory authority; war, terrorism or civil unrest; failure of the internet or third-party network infrastructure (including cloud providers); industrial action; or power failure.

The affected party will notify the other as soon as reasonably practicable and will use reasonable endeavours to minimise the impact of the force majeure event. If the force majeure event continues for more than 30 consecutive days, either party may terminate the affected Subscription with written notice and Hidbrain Ltd will issue a pro-rated refund for any prepaid period.

18. Governing law and disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Before commencing formal proceedings, the parties agree to attempt to resolve any dispute through good-faith direct negotiation for at least 30 days from written notice of the dispute.

If the dispute is not resolved through negotiation, the parties submit to the exclusive jurisdiction of the courts of England and Wales. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from any competent court.

19. General

  • Entire agreement. These Terms, together with the Privacy Policy, the DPA and any Order Form, constitute the entire agreement between the parties and supersede all prior agreements relating to the Service. Each party acknowledges it has not relied on any representation not expressly set out in these Terms.
  • No third-party rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, and the parties may vary or rescind these Terms without the consent of any third party.
  • Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable; all remaining provisions shall remain in full force and effect.
  • Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy, nor prevent its subsequent exercise.
  • Assignment. You may not assign or transfer any rights or obligations under these Terms without Hidbrain Ltd's prior written consent. Hidbrain Ltd may assign its rights and obligations to a successor entity in a merger, acquisition or sale of all or substantially all of its business assets, and will notify you within 30 days of such assignment.
  • Notices. Legal notices to Hidbrain Ltd must be sent by email to legal@hidbrain.com and, where applicable, by post to the registered address. Notices to you will be sent to the email address associated with your account and are deemed received 24 hours after sending.
  • Relationship. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise or employment relationship.
  • Electronic formation. By clicking “I agree”, creating an account or using the Service, you acknowledge that you have read, understood and agree to be bound by these Terms. This constitutes a legally binding contract under the Electronic Communications Act 2000.

20. Contact

For legal matters: legal@hidbrain.com
For support: support@hidbrain.com
Hidbrain Ltd, registered in England & Wales (Company No. 12170656)


These Terms are governed by the laws of England & Wales. Hidbrain Ltd is registered in England & Wales (Company No. 12170656).

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