Terms of Service

1. Accepting these terms

By creating an account, accepting an invitation or using the service, you agree to these terms. If you use the service on behalf of a company or other organization, you confirm that you have authority to bind it, and “you” means that organization. The service is for business use only. If you have signed a separate written agreement with us for the service, that agreement takes precedence where it conflicts with these terms.

2. The service

Truconcile lets accounts-payable teams upload hauling invoices and their load, quarry and scale tickets, extracts the information on those documents, reconciles the tickets against the invoice and against previously processed tickets, and highlights the items that do not agree for review. We may improve, change or discontinue features over time; if we remove a feature that is material to a paid plan, we will tell you in advance.

3. Accounts and access

• Access is by invitation. Users sign in with a one-time link sent to their email address, so the security of each user’s email account is the security of their access.
• You are responsible for who you invite, for the activity of users in your account, and for removing access for people who should no longer have it.
• Tell us promptly at support@truconcile.com if you suspect unauthorised access to your account.
• The information you give us about your organization and users must be accurate.

4. Acceptable use

You must not, and must not allow anyone else to:

• upload anything you do not have the right to upload, or that is unlawful;
• use the service to violate anyone’s privacy or other rights;
• probe, scan or test the vulnerability of the service, or bypass its security or access controls, except with our prior written permission;
• upload malware, or interfere with or overload the service or other customers’ use of it;
• access the service by automated means other than any interface we provide for that purpose;
• copy, resell, sublicense or reverse-engineer the service, or use it to build a competing product;
• use the service in breach of applicable law, including export and sanctions laws.

We may suspend access that we reasonably believe breaches this section.

5. Your data

“Customer Data” means the invoices, ticket images and other material you upload, and the information extracted from them and produced about them in the service. You own your Customer Data. You grant us a limited licence to host, copy, process, transmit and display it only as needed to provide, secure and support the service for you, and as otherwise described in our Privacy policy.

That includes sending documents to the service providers listed in the Privacy policy for the purposes described there — in particular, uploaded documents are sent to OpenAI so their contents can be read and extracted. We are responsible for our service providers’ handling of Customer Data as if it were our own.

You are responsible for the content of Customer Data and for having the rights and any notices or consents needed to upload it, including for personal information that appears on tickets, such as drivers’ names. We do not sell Customer Data and do not use it for any purpose other than providing the service to you.

6. Results must be reviewed

Extracted values, matches and findings are produced automatically from documents that are often photographed, handwritten or faded, and they can be incomplete or wrong. The service shows the original document beside each value so it can be checked. You are responsible for reviewing results before approving, paying, disputing or withholding payment on any invoice, and for your dealings with your haulers and suppliers. The service does not provide accounting, tax or legal advice.

7. Fees and payment

Some use of the service may be free, such as reconciling a first invoice, and we may limit or end free use at any time. Where a paid plan applies:

• fees are as shown when you subscribe or in your order form, and are billed in advance through our payment processor, Stripe;
• subscriptions renew automatically for the same term unless cancelled before renewal;
• fees exclude taxes, which you are responsible for (other than taxes on our income);
• fees are non-refundable except where these terms or the law say otherwise;
• we may change prices with at least [30] days’ notice, effective from your next renewal;
• if payment is overdue, we may suspend the service after giving you notice and a reasonable chance to pay.

8. Confidentiality

Each of us will protect the other’s non-public information that it receives under these terms with at least reasonable care, use it only to perform under these terms, and disclose it only to people who need to know it and are bound by similar obligations, or where required by law. Customer Data is your confidential information.

9. Our property and feedback

We own the service, including its software, design and documentation, and all rights in them not expressly granted to you. If you send us suggestions or feedback, we may use them without obligation to you.

10. Term, suspension and termination

• These terms apply for as long as you use the service.
• You may stop using the service and close your account at any time. Paid subscriptions end at the end of the current billing period.
• Either party may terminate if the other materially breaches these terms and does not cure the breach within [30] days of notice. We may suspend or terminate immediately where needed to prevent harm to the service, other customers or third parties, or where the law requires.
• For [30] days after termination you may ask us to export your Customer Data. We then delete it as described in the Privacy policy.
• Sections that by their nature should survive termination — including 5, 8, 9 and 11 through 15 — survive.

11. Disclaimers

Except as expressly stated in these terms, the service is provided “as is” and “as available”, and we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the service will be uninterrupted or error-free, or that results will be accurate or complete.

12. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised of their possibility. Each party’s total liability arising out of or relating to these terms is limited to the amounts you paid us for the service in the twelve months before the event giving rise to the claim, or one hundred US dollars (US$100) if you have paid nothing. These limits do not apply to your payment obligations or to a party’s liability for its fraud, gross negligence or wilful misconduct.

13. Indemnification

You will defend and indemnify us against third-party claims arising from Customer Data or from your use of the service in breach of these terms or the law. We will defend and indemnify you against third-party claims that the service, as we provide it, infringes their intellectual property rights.

14. Governing law and disputes

These terms are governed by the laws of the State of [State], without regard to its conflict-of-laws rules. The state and federal courts located in [County], [State] have exclusive jurisdiction over any dispute arising out of or relating to these terms, and each party consents to that jurisdiction.

15. Changes and general terms

We may update these terms. We will change the “Last updated” date above and, for material changes, notify customers by email or in the service at least [30] days before they take effect. Continuing to use the service after that means you accept the updated terms.

These terms, together with the Privacy policy and any order form, are the entire agreement about the service. If any part is unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver of it. You may not assign these terms without our consent, except to a successor to your business; we may assign them to an affiliate or successor. Neither party is liable for delays caused by events beyond its reasonable control.

16. Contact

Questions about these terms can be sent to ObaCoders Ltd. at support@truconcile.com.