Terms & Conditions of Service
1. 100% Customer Output & Workpaper Ownership
Customer retains sole, perpetual, irrevocable, and exclusive intellectual property ownership of all outputs generated by or through the Closeloop platform. This includes all reconciliation workpapers, proposed and posted adjusting journal entries, variance and flux memorandums, intercompany elimination schedules, audit event trails, and customized account mapping rules. Closeloop asserts zero proprietary claim or licensing interest in customer accounting work product.
2. Subscription Licensing & Usage Rights
Subject to the terms and conditions of this Agreement and the applicable Order Form, Closeloop grants to Customer a non-exclusive, non-transferable, worldwide right to access and utilize the Closeloop continuous financial close platform for Customer's internal financial, accounting, and audit operations during the active subscription term.
Usage capacity is defined by the number of active Legal Entities and monthly Reconciled Transactions specified in Customer's Order Form. A "Reconciled Transaction" is defined as any distinct debit or credit line item ingested and matched across bank feeds, accounts payable, or accounts receivable subledgers. Purely internal automated bilateral elimination entries do not count toward monthly transaction quotas.
3. Enterprise Service Level Agreement (SLA) & Credits
Closeloop commits to maintaining an operational availability standard of 99.95% uptime for Enterprise tier subscriptions (and 99.9% for Scale tier subscriptions), calculated on a calendar monthly basis, excluding scheduled maintenance windows announced at least 72 hours in advance.
Scheduled maintenance is strictly prohibited during the first seven (7) business days of any calendar month ("Close Week Protection Window").
| Monthly Service Availability | Service Credit (% of Monthly Subscription Fee) |
|---|---|
| < 99.95% to 99.50% | 10% Service Credit |
| < 99.50% to 99.00% | 25% Service Credit |
| < 99.00% | 50% Service Credit |
Service credits are applied against the immediately subsequent billing invoice upon written notice submitted to support@closeloop.online within thirty (30) days of the qualifying outage event.
4. Financial Controller Authority & Journal Posting Warranties
Closeloop provides autonomous suggestions, automated subledger matching, and draft journal entries based upon programmatic criteria and deterministic ledger queries. Customer acknowledges that corporate controllers and authorized financial officers maintain ultimate statutory and fiduciary responsibility for the approval, posting, and certification of financial statements in accordance with US GAAP, IFRS, or other applicable accounting standards.
Closeloop warrants that its software will not post, modify, or delete any general ledger records in Customer's ERP system without explicit programmatic authorization or manual controller sign-off configured in Customer's administrative settings.
5. Confidentiality & Data Security Warranties
Each party agrees to maintain the confidentiality of the other party's Confidential Information with the same degree of care it uses for its own confidential information, but in no event less than reasonable care. Closeloop warrants that it will maintain SOC 1 Type II and SOC 2 Type II compliance throughout the subscription term and adhere strictly to the zero-model-training guarantee articulated in Section 1 of our Privacy Policy.
6. Limitation of Liability
Except for breaches of Section 1 (Output Ownership), Section 5 (Confidentiality), or gross negligence/willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages arising from the use of the platform. Each party's aggregate maximum liability arising under this Agreement shall not exceed the total fees paid or payable by Customer in the twelve (12) months preceding the incident giving rise to liability.
7. Term, Termination & Transition Assistance
Subscription terms automatically renew for successive twelve-month periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the active term.
Upon contract termination, Customer shall have immediate, unrestricted access for thirty (30) calendar days to export all historical reconciliation binders, journal entry logs, and audit trails in CSV and JSON formats.
8. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved through binding confidential commercial arbitration administered by JAMS in Wilmington, Delaware.