1. About us and these terms
The Chameleon AI website and software suite are provided by CHAMELEON-AI-AGENT LTD ("Chameleon AI", "we", "us", "our"), a private company limited by shares registered in England and Wales, company number 17147789, registered office 3rd Floor, 86-90 Paul Street, London, EC2A 4NE, United Kingdom. You can contact us at stemsee@chameleon-ai-agent-ltd.net.
These Terms & Conditions ("Terms") govern your access to and use of: (a) the website at chameleon-ai-agent-ltd.net and its subdomains ("the Site"); and (b) the Chameleon AI desktop software, its companion mobile application, updates and documentation ("the Software"). By using the Site or the Software you agree to these Terms. If you do not agree, do not use them.
2. Definitions
- "Content" — text, graphics, code, documentation and other material we make available through the Site or Software.
- "Your Data" — files, records, credentials and other information you create, load or process using the Software.
- "Third-Party Service" — any external service you connect the Software to, including AI providers, HM Revenue & Customs, banks, payment processors and cryptocurrency exchanges.
- "Commercial Use" — use by or for a business, or use during paid working time, or any use that is not personal and unpaid.
3. Licence to use the Software
The Software is proprietary. It is licensed, not sold, and all intellectual property rights in the Software, the Site and the Content remain with CHAMELEON-AI-AGENT LTD and its licensors.
- Personal use. For personal, unpaid use, the Software is made available under the GNU General Public Licence version 3 ("GPLv3"), the terms of which are supplied with the Software and prevail over these Terms in respect of the licensed source code.
- Commercial Use. Commercial Use requires a separate written commercial licence from us. Until such a licence is granted, Commercial Use is not permitted. Pricing and scope of commercial licences are set out in the licence agreement.
Except as permitted by the applicable licence or by law, you must not: sublicense, rent, resell or distribute the Software as a stand-alone product; remove or alter proprietary notices; use our name, logo or branding without permission; or use the Software to build a competing product.
4. Acceptable use
You must not use the Site or Software:
- in breach of any applicable law or regulation, or to facilitate any unlawful activity;
- to infringe the intellectual property, privacy or other rights of any person;
- to transmit malware, or to gain unauthorised access to any system or data;
- in breach of the terms of any Third-Party Service (including the API terms of HMRC, an AI provider, a bank or an exchange);
- to submit false, misleading or fraudulent information to any authority, including HMRC.
We may suspend or withdraw access, or terminate a licence, if you breach this section.
5. Your Data and your responsibilities
The Software is local-first: Your Data is stored and processed on your own device. You are responsible for: the accuracy and legality of Your Data; keeping secure backups; enabling full-disk encryption and keeping your operating system up to date; safeguarding your device, passwords, API keys and access tokens; and ensuring you have the right to process any personal data of third parties that you load into the Software. We are not responsible for loss of Your Data except to the extent caused by our breach of these Terms or our negligence.
5.1 Exporting and deleting Your Data
You can export a complete copy of Your Data from within the Software at any time, in open formats (CSV, JSON and a copy of the underlying database, with a checksum manifest), and you can permanently delete it from your device. Because the Software is local-first, we do not hold a copy of Your Data and cannot export, restore or delete it for you. You remain responsible for retaining VAT and tax records for at least six years, whether or not you continue to use the Software.
5.2 Encryption and recovery
The Software can encrypt stored access tokens, credentials and (in the mobile and desktop application) the accounting database on your device. Where you enable this, access depends on a secret that only you hold — a passphrase, and optionally a one-time recovery code and an in-app unlock pattern. If you lose that secret (for example you forget the passphrase or unlock pattern and have not kept the recovery code), the encrypted data may be permanently unrecoverable. We do not hold a copy of your data or your keys and cannot recover them for you. Keep your recovery code somewhere safe.
5.3 Multiple devices and syncing
A licence is bound to one desktop and one phone paired together as a single seat (typically by scanning a QR code shown by the desktop app). Additional devices may connect to and sync with that seat as secondary binds. One device at a time is expected to hold Making Tax Digital filing authority for a given set of books; other paired or bound devices may view, edit and sync data but filing from more than one device onto the same VAT period is at your own risk. The Software keeps a local audit log of devices and sync/filing events for a set of books; you are responsible for reviewing it where multiple devices are in use. We give no warranty and accept no liability for data loss, conflicting edits, or duplicate or missed filings arising from running the Software, or syncing the same books, across more than one device — this risk is entirely yours when you choose a multi-device setup.
6. Third-Party Services
The Software can connect to Third-Party Services that you select and configure using your own accounts and credentials. Your use of a Third-Party Service is governed by that provider's terms and privacy policy. We do not control Third-Party Services, are not responsible for their availability, accuracy, security or charges, and are not a party to your contract with them. Any fees charged by a Third-Party Service (for example AI usage fees or transaction fees) are your responsibility.
Where the Software offers a bank feed, the bank connection is provided by a regulated Open Banking provider (an FCA-authorised Account Information Service Provider) under its own terms; we are not that provider, do not receive your bank data or credentials, and do not warrant the completeness, accuracy or timeliness of any data a bank or Open Banking provider returns. You remain responsible for checking imported transactions before relying on them.
7. Accounting, tax and Making Tax Digital
The Accounting tool, including its Making Tax Digital (MTD) submission features, is a software tool. It does not provide accountancy, bookkeeping, tax or legal advice, and using it does not create a client relationship with us.
- You, and where applicable your accountant or tax adviser, remain solely responsible for the accuracy, completeness and timeliness of all figures and returns, and for reviewing them before submission.
- Submissions are transmitted directly from your device to HMRC. We do not verify, approve or guarantee acceptance of any submission by HMRC, and we are not responsible for penalties, interest or other consequences arising from late, incorrect or rejected filings.
- The Software must be used in accordance with HMRC's API terms of use and fraud-prevention requirements, as described in our Privacy Policy.
- Any support we provide covers the Software itself — installation, configuration, syncing and features. It is not bookkeeping, accountancy or tax advice, and we will not review or check your figures, returns or records.
8. Financial, trading and other high-risk features
Some tools include features for cryptocurrency trading and other financial operations. These are provided for convenience only. Nothing in the Software is investment, financial or trading advice. Trading carries a high risk of loss. You use these features entirely at your own risk and are responsible for all orders placed and all resulting gains or losses.
8A. Free remote-control software (TrXi-Ctrl and trixie-gateway)
TrXi-Ctrl (the phone and desktop app) and trixie-gateway (the service it controls) are provided free of charge. They give whoever holds a paired device powerful control of the computer running the gateway, including running terminal commands with the gateway's own permissions (often administrator/root), changing network, firewall and Bluetooth settings, viewing and controlling the screen, and sharing the clipboard, files, storage and network connections between devices.
You are solely responsible for how you install, configure, expose and use them, and for every command and action sent from a device you have paired. In particular, CHAMELEON-AI-AGENT LTD and the software's author accept no responsibility or liability for any loss, damage or harm arising from:
- destructive or mistaken commands (for example deleting files, formatting or partitioning disks, or shutting a machine down), whether or not the software warned you or asked you to confirm;
- making the gateway, its admin pages or any shared resource (screen, clipboard, files, storage, hotspot or VPN) reachable over the internet or by people you have not authorised, or failing to keep pairing codes, tokens and paired devices secure;
- use on machines, networks or devices you do not own or are not authorised to control, or any use that breaks the law, including laws on privacy, interception and computer misuse;
- unsupported, modified or experimental setups, test builds, and platforms or features described as experimental or untested.
Built-in safeguards such as confirmation prompts, the device whitelist and local-only admin pages are aids, not guarantees, and must not be relied on as your only protection. Keep backups. This section is in addition to sections 11 and 12, and, like them, does not exclude liability that cannot be excluded by law.
9. AI features
Some parts of the Software can use artificial intelligence — for example to read a photographed or scanned receipt or invoice, or to help review your records for anomalies. These features are optional and off by default.
If you turn them on, you choose the AI provider, open an account with it, pay its charges and supply your own API key. When you use an AI feature, the document, figures or text involved are sent from your device directly to that provider over an encrypted connection, under that provider's terms and privacy policy. We do not operate the model, do not receive that data, and are not a party to that transfer.
That provider may store, log or retain what you send — for how long, and for what purpose (which may include using it to improve their models, unless you use a setting the provider offers to opt out), is governed entirely by that provider's own policy, not by us. Check your provider's data-retention and training-opt-out settings before sending real figures or documents, and do not send data to an AI provider that you are not permitted to disclose. No technique in the Software removes this — see our security page for why we do not, for example, mathematically disguise figures before sending them.
AI output can be wrong, incomplete, out of date or misleading. It is a starting point, not a result. You are solely responsible for checking every figure, date, classification, calculation and return the Software or an AI produces, and for anything you do on the basis of it. Drafts created with AI assistance are never posted or submitted automatically — you review and confirm each one.
To the fullest extent permitted by law, CHAMELEON-AI-AGENT LTD accepts no liability for any error, omission, inaccuracy, penalty, interest, loss, or decision arising from the use of AI features in the Software, whether the AI is provided by us, by a provider you connect, or via a tool or "skill" we publish. This is in addition to the general limitations in section 12.
10. Availability, updates and changes
The Site and Software are provided on an "as available" basis and are under active development. We may add, change, suspend or remove features, releases or the Site itself at any time, and we may stop supporting a version. We will try to give reasonable notice of significant changes where practical.
Updates are published as cryptographically signed releases. You choose when to install an update, but you should keep the Software reasonably current: older versions may stop working with HMRC's APIs, and security fixes are provided only for the supported version. Checking for updates is optional and, where offered, sends only a version number.
11. Warranties and disclaimers
To the fullest extent permitted by law, the Site and Software are provided "as is" and "as available" without warranties of any kind, whether express or implied, including any implied warranties or conditions of satisfactory quality, fitness for a particular purpose, accuracy, or non-infringement. We do not warrant that the Site or Software will be uninterrupted, error-free, secure, or that defects will be corrected. This section does not exclude the statutory rights of a consumer that cannot be excluded under the Consumer Rights Act 2015.
12. Limitation of liability
Nothing in these Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any liability that cannot lawfully be limited or excluded.
Subject to that:
- we are not liable for loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or loss of or damage to data, or for any indirect or consequential loss, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise;
- we are not liable for any loss arising from Your Data, your use of a Third-Party Service, penalties or assessments imposed by HMRC or any authority, trading losses, or your failure to keep backups or to secure your credentials;
- our total aggregate liability arising out of or in connection with the Site and the Software is limited to (a) the total licence fees you have paid to us for the Software in the 12 months before the event giving rise to the claim, or (b) if you have paid no fees, £100.
13. Indemnity
If you use the Site or Software in breach of these Terms, in breach of a Third-Party Service's terms, or unlawfully, you agree to indemnify us against reasonable losses, damages, costs and expenses (including legal fees) we incur as a result.
14. Suspension and termination
You may stop using the Software at any time. We may suspend or terminate your access or licence with immediate effect if you materially breach these Terms or the applicable licence, or where required by law. On termination of a commercial licence you must stop Commercial Use of the Software. Sections that by their nature should survive termination (including sections 3, 5, 7, 8, 11, 12, 13, 16 and 17) continue to apply.
Termination does not affect Your Data: it remains on your device, under your control. We hold no copy, so there is nothing for us to return or delete. Before you stop using the Software, export Your Data (section 5.1) if you need it, and keep any statutory records for the periods the law requires.
15. Data protection
Our handling of personal data is described in our Privacy Policy, which forms part of these Terms.
16. General
- Entire agreement. These Terms, the applicable software licence and the Privacy Policy are the entire agreement between us regarding the Site and Software.
- No waiver. If we do not enforce a right, that is not a waiver of it.
- Severance. If any provision is found unenforceable, the rest continues in force.
- Assignment. You may not assign these Terms without our consent; we may assign them to a successor of our business.
- Third parties. No one other than you and us has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
- Notices. Notices to us should be sent to stemsee@chameleon-ai-agent-ltd.net.
17. Governing law and jurisdiction
These Terms and any dispute arising out of or in connection with them are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that if you are a consumer resident elsewhere in the UK you may also bring proceedings in your home jurisdiction.
18. Changes to these Terms
We may update these Terms from time to time. The "last updated" date and version above will change and material changes will be highlighted on this page. Continuing to use the Site or Software after an update means you accept the revised Terms.