# PlusClue Terms of Service — tos-v0-draft

> **DRAFT — NOT YET IN EFFECT. Attorney review pending (recorded launch gate,
> Pass E parallel track / Pass J §"open before launch"). This draft exists so
> the attorney reviews a complete document that matches how the product
> actually works, instead of drafting from a verbal description. Nothing in
> this file is legal advice.**

*Version: tos-v0-draft · Drafted 2026-07-12 · Supersede, don't edit (AOCF §11.1):
a revised version gets a new version string and this one is retained.*

*Served copy: `web/public/legal/terms-of-service.md` (what subscribers open
from the signup screen). Update BOTH files and bump `TOS_VERSION` in
`server/src/legal/versions.ts` together.*

## 1. Who we are, and what this service is

PlusClue ("PlusClue," "we," "us") provides software that keeps books for
small businesses using automated agents operating under the Autonomous
Operations Control Framework (AOCF), a published control standard. You — the
business owner who opens the account ("you," the "Owner") — remain the
decision-maker of record for your books.

**PlusClue is a software company, not a CPA firm.** We do not provide
accounting, audit, attestation, tax, or legal services, and nothing produced
by the service — classifications, rule citations, assistant answers, or
practitioner reports arranged through the marketplace — is professional
advice from PlusClue. Rule citations shown in the product are bookkeeping
documentation, not tax advice.

## 2. How the service works (and what you're agreeing to)

1. **Automated posting.** AI agents classify your transactions and post
   double-entry records. Two independent model passes review each posting;
   an independent model audit re-checks samples of posted work.
2. **You resolve what the system won't guess.** When the system is not
   confident, or its checks disagree, the item pauses as an exception and
   waits for you. Your resolution — not the machine's opinion — is the
   decision of record. You agree that exceptions you resolve are your
   decisions, made on your knowledge of your own business.
3. **Append-only records.** Your ledger is never silently edited. Errors are
   corrected by new entries that cite the originals. You cannot instruct us
   to silently alter or delete posted history; corrections work the same way
   for you as for our agents.
4. **Truth in credentials (AOCF §2.2).** We tell you exactly what level of
   assurance you have: PlusClue operates at **AOCF Level 1 —
   self-asserted**. Our conformance assertion is signed by the founder and
   published; it has not been examined by an independent auditor, and we
   will never describe it as if it had been.

## 3. Your responsibilities

- Provide accurate business information and keep your account credentials
  secure. Sessions and API tokens issued to you must not be shared.
- Review and resolve exceptions in reasonable time. Books with unresolved
  exceptions are incomplete by design — the system will not guess for you.
- You are responsible for your tax filings and regulatory compliance.
  PlusClue output is an input to that work, not a substitute for it.

## 4. Connected accounts and data feeds

You may connect bank accounts (via Plaid), payment processors (via Stripe
restricted keys), or upload files. You represent that you are authorized to
connect each account. Connector credentials are stored encrypted and are
never displayed back, logged, or shared. Disconnecting a feed stops new
ingestion; it does not delete already-posted history (see §2.3).

## 5. Fees and billing

- Subscription fees are billed through Stripe at the plan you select.
  Prices are shown before you subscribe; changes are notified in advance.
- **Controls are never metered.** Verification, model audit runs, and every
  AOCF control activity are included in the subscription. We do not charge
  per-check fees that would create an incentive to run fewer checks.
- **Non-payment never takes your books hostage.** If your subscription
  lapses or is canceled, writing stops but you retain read access and full
  export of all your data.

## 6. Marketplace and practitioner engagements

PlusClue operates a marketplace where independent, license-verified
practitioners (CPA firms) can be engaged by Owners.

1. **Practitioners are independent.** Marketplace partners are independent
   professionals engaged by you, not employees, agents, or subcontractors of
   PlusClue. Their professional work — including AOCF Checks and
   re-performance engagements — is theirs, performed under their own
   professional standards and licenses.
2. **Fees are yours to negotiate.** Engagement fees are proposed by the
   partner and accepted or declined by you. PlusClue's platform share is a
   disclosed percentage snapshotted at the moment you accept — it cannot
   change afterward for that engagement.
3. **Scoped access.** An engaged practitioner sees only the data the
   engagement requires (AOCF §9.5), and every access grant is logged on the
   audit trail you can see.
4. **AOCF Check is not an audit.** An AOCF Check is a practitioner-issued,
   procedures-based report that expressly provides **no assurance**. It is
   not an audit, review, or compilation, and no report available through
   this platform may be described as one unless separately engaged as such
   directly with the practitioner.

## 7. The Trust Feed

We publish aggregate operational metrics (error rates, check volumes) on a
public Trust Feed. Published figures are aggregates only and never identify
you, your business, or any transaction. By using the service you consent to
your records being counted in these aggregates.

## 8. Acceptable use

You may not: misrepresent your identity or authorization over connected
accounts; use the service to conceal fraudulent activity; probe or
circumvent tenant isolation, blinding protocols, or access controls; or
resell access. We may suspend accounts for violations; suspension follows
§5's rule — read and export access survive.

## 9. Disclaimers and limitation of liability

*[ATTORNEY: standard SaaS warranty disclaimer, limitation of liability
capped at fees paid in prior 12 months, consequential-damages exclusion,
and the professional-services carve-out consistent with §1 and §6.1. Also:
governing law, venue, arbitration decision — founder decision pending.]*

The service is provided "as is." PlusClue does not warrant that automated
classifications are error-free — the control framework exists precisely
because no automated system is. Our commitment is that errors are
detectable, logged, and correctable, not that they never occur.

## 10. Termination and data

You may close your account at any time. On closure you may export all data
first; we retain records as required by law and as described in the Privacy
Policy. We may terminate for material breach with notice.

**Retention while your account is open:** your books (the journal, its
audit trail, and supporting evidence) are retained in full for as long as
your account is open — the append-only ledger is the product, and we do
not prune it. AI assistant conversation history is retained for up to
**seven years** from the date of each exchange, after which it may be
deleted. You may also delete any assistant conversation yourself, at any
time, permanently — a dated deletion marker (with a cryptographic hash of
what was removed) remains on your audit trail, but the content does not.
Your own record-keeping obligations (IRS and state retention periods for
your filings) remain yours; export tools are always available.

## 11. Changes to these terms

New terms get a new version string; prior versions are retained and your
acceptance history is logged. Material changes are notified before they
apply to you.