1. The Service
Clearline is a platform that captures vendor invoices and related documents submitted by email, WhatsApp, or direct upload, extracts structured data from them, routes them through an approval workflow you configure, and, once approved, creates or syncs corresponding bills in the accounting system(s) you connect ("Service"). These Terms of Service ("Terms") are a legal agreement between Clearline and the organization or individual using the Service ("Customer," "you").
2. Accounts and eligibility
You must provide accurate information when your account is created and keep your login credentials confidential. You're responsible for all activity that takes place under your account, and for ensuring that anyone you invite to your organization's account complies with these Terms. Clearline accounts are provisioned during onboarding; you must be authorized to act on behalf of your organization to accept these Terms.
3. Your data
As between Clearline and Customer, Customer owns all invoices, documents, vendor records, and other business data submitted to or generated within the Service ("Customer Data"). You grant Clearline a limited license to access, process, and transmit Customer Data solely to provide, maintain, and improve the Service, including to create and sync records in the accounting systems you connect. You're responsible for having the necessary rights to submit any data you send through the Service, and for reviewing extracted invoice data before approval, since Clearline's automated extraction is a tool to assist your workflow, not a substitute for your own review.
4. Connected accounting systems and third parties
The Service integrates with third-party accounting platforms such as Xero, Zoho Books, Odoo, and Sage, and may integrate with additional platforms over time. When you connect a third-party account, you authorize Clearline to access and exchange data with that platform on your behalf, subject to that platform's own terms and privacy policy. Clearline is not responsible for the availability, accuracy, or conduct of third-party platforms, and a change or outage on a connected platform's side may affect the Service.
5. Acceptable use
You agree not to:
- Use the Service to submit unlawful, fraudulent, or infringing content;
- Attempt to reverse engineer, decompile, or extract the underlying methodology of Clearline's extraction or fraud-detection systems;
- Probe, scan, or interfere with the security or availability of the Service;
- Use the Service to send unsolicited communications through Clearline's supplier messaging features; or
- Resell, sublicense, or provide the Service to third parties as a bureau or service offering without our written consent.
6. Fees and payment
Fees for the Service are set out in your order form, invoice, or the plan you sign up for. Unless stated otherwise, fees are billed in advance and are non-refundable. Late or failed payment may result in suspension of access to the Service until amounts owed are paid.
7. Intellectual property
Clearline and its licensors retain all right, title, and interest in the Service, including its software, design, extraction and matching logic, and all related intellectual property. Nothing in these Terms transfers ownership of the Service to you. You retain ownership of Customer Data as described above.
8. Confidentiality
Each party may access non-public information about the other's business in connection with the Service ("Confidential Information"). Each party agrees to use the other's Confidential Information only to perform its obligations under these Terms and to protect it with the same degree of care it uses for its own confidential information, but no less than reasonable care.
9. Disclaimers
The Service is provided "as is" and "as available." Clearline does not warrant that invoice extraction, document classification, or fraud detection will be completely accurate or error-free, and Customer remains responsible for reviewing and approving invoices before they're posted to an accounting system. To the fullest extent permitted by law, Clearline disclaims all warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, and non-infringement.
10. Limitation of liability
To the fullest extent permitted by law, Clearline will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, or data, arising out of or related to these Terms or the Service. Clearline's total liability arising out of or related to these Terms will not exceed the amount paid by Customer for the Service in the twelve months preceding the event giving rise to the claim.
11. Indemnification
You agree to indemnify and hold Clearline harmless from any claims, damages, or expenses arising from your misuse of the Service, your violation of these Terms, or Customer Data you submit that infringes or violates the rights of a third party.
12. Term and termination
These Terms remain in effect for as long as you use the Service. Clearline may suspend or terminate access if you materially breach these Terms and don't cure the breach within a reasonable period after notice, or immediately in cases of suspected fraud or security risk. Upon termination, your right to use the Service ends, though provisions that by their nature should survive (such as confidentiality, intellectual property, and limitation of liability) will continue to apply.
13. Changes to these terms
We may update these Terms from time to time. If we make material changes, we'll update the date at the top of this page and, where appropriate, notify account administrators. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.
14. Governing law
These Terms are governed by the laws applicable in Clearline's place of incorporation, without regard to conflict of law principles, unless a mandatory local law provides otherwise.
15. Contact us
Questions about these Terms can be sent to legal@clearlinebooks.net.