Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of LedgerLock, a vendor-invoice audit service provided by Celestial Software LLC (“Celestial Software”, “we”, “us”). By creating an account, accessing the service, or agreeing to an order form that references these Terms, you accept them on behalf of yourself and the organization you represent (“you”, “Customer”).

If you do not have authority to bind that organization, you may not use the service. Where a signed agreement or order form between you and Celestial Software conflicts with these Terms, that agreement controls.

LedgerLock reviews invoices and supporting documents you provide, compares them against contracts, rates, proof of work, and approvals you provide, and returns findings and a recommended approve/hold split.

LedgerLock does not make payments, does not initiate transfers, and does not hold funds. It does not contact your vendors on its own; any message to a vendor is drafted for review and sent only after a user of yours clears it.

Findings and recommendations are informational. They are not accounting, tax, legal, or audit advice, and they do not replace your own review. Every payment decision is made by your personnel, and you remain solely responsible for what you pay, hold, or dispute.

You are responsible for the accuracy of your account information, for the acts and omissions of your users, and for maintaining the confidentiality of credentials used to access the service. Notify us promptly at security@ledgerlock.co if you believe an account has been compromised.

You will assign roles within the service appropriately and will remove access for personnel who no longer require it. You may not share a login between individuals, attempt to access another organization's data, probe or circumvent the service's security, resell or sublicense access, or use the service to build a competing product.

“Customer Data” means the invoices, contracts, tickets, receipts, approvals, rates, vendor information, and other materials you or your users submit to the service. As between the parties, you own Customer Data.

You grant Celestial Software a limited licence to host, process, transmit, and display Customer Data solely to provide, secure, support, and improve the service for you, and as otherwise permitted by the Privacy Policy.

We do not use Customer Data to train or fine-tune machine-learning models, and we do not sell it or disclose it to third parties except to subprocessors acting on our behalf under confidentiality obligations, or as required by law.

You represent that you have the rights necessary to submit Customer Data to the service, including any rights relating to third-party contracts or personal information contained in the documents you upload.

Subscription fees are stated on our pricing page or in an order form, are billed in advance for the applicable period, and are non-refundable except where these Terms or applicable law require otherwise. Fees are exclusive of taxes, which you are responsible for other than taxes on our income.

Where you engage a pilot historical audit, the terms of that pilot — including the scope of invoices reviewed, the basis on which savings are confirmed, and the success-fee rate applied to confirmed savings — will be stated in writing before the audit is performed. A success fee is charged only on savings you confirm; findings you dismiss are not billable.

Monthly subscriptions renew automatically each month until cancelled and may be cancelled effective at the end of the then-current billing period. We may change fees on at least thirty days' notice, effective at your next renewal.

Non-payment: if an invoice is more than fifteen days overdue we may suspend access after written notice. Suspension does not relieve you of accrued fees.

Celestial Software retains all right, title, and interest in the service, including its software, rules engine, scoring methodology, interfaces, and documentation, and in any improvements to them. Nothing in these Terms transfers ownership of the service to you.

We may produce aggregated, de-identified statistics about service usage that do not identify you, your vendors, your rates, or any individual, and may use those statistics to operate and improve the service.

Feedback you choose to give us may be used without restriction or obligation to you.

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your confidential information. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and subprocessors who need it and are bound by comparable obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without obligation, or is independently developed. Disclosure compelled by law is permitted where the receiving party gives prompt notice unless legally prohibited.

We aim to keep the service available and will use commercially reasonable efforts to do so, but the service is provided without an uptime commitment unless an order form states one. Planned maintenance will be scheduled to minimise disruption where practicable.

Support is provided by email during ordinary business hours. Response commitments, if any, are stated in the applicable plan or order form.

Except as expressly stated in these Terms, the service is provided “as is” and “as available”, and Celestial Software disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

We do not warrant that the service will identify every billing error, overcharge, duplicate, or instance of fraud, that its findings will be free of false positives, or that its output is correct in every case. The service depends on the completeness and accuracy of the documents you supply. It is a tool for informing human review, and human review remains yours.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or relating to these Terms, however caused and regardless of the theory of liability.

Each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to Celestial Software in the twelve months preceding the event giving rise to the claim.

These limitations do not apply to your obligation to pay fees, to either party's breach of confidentiality obligations, or to liability that cannot be limited under applicable law.

You will defend and indemnify Celestial Software against third-party claims arising from Customer Data or from your use of the service in breach of these Terms or applicable law.

We will defend and indemnify you against third-party claims that the service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights. Each party's obligations are conditioned on prompt notice, sole control of the defence, and reasonable cooperation.

These Terms run for as long as you have an account. Either party may terminate for material breach that remains uncured thirty days after written notice. We may suspend access immediately where continued access poses a security risk or where required by law.

On termination, your right to access the service ends. You may export your findings, decisions, and audit history before termination takes effect, and may request deletion of Customer Data as described in the Privacy Policy. Sections that by their nature survive — including confidentiality, intellectual property, disclaimers, limitation of liability, and indemnification — survive termination.

We may update these Terms. Material changes will be notified by email or in the product at least thirty days before they take effect, and continued use after the effective date constitutes acceptance. If you do not accept a material change you may terminate before it takes effect and receive a pro-rata refund of prepaid fees for the unused period.

These Terms are governed by the laws of the state in which Celestial Software LLC is organized, without regard to conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located in that state. The governing jurisdiction will be stated expressly in the executed version of this agreement.

Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. If a provision is held unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver of it. These Terms, together with any order form and the Privacy Policy, are the entire agreement between the parties on their subject matter.

Celestial Software LLC — legal@ledgerlock.co. Questions about these Terms, an order form, or a security review can be sent to that address.