Terms of Service
These Terms of Service (the "Terms") are an agreement between Censalis Inc. ("Censalis", "we", "us") and the company or person accessing or using our products (the "Customer", "you"). They govern the use of the Censalis accounting product served at admin.censalis.com, the Censalis data conversion service, and related services (together, the "Service"). By creating an account, or by accessing or using the Service, you agree to these Terms. If you are accepting on behalf of a company, you represent that you have authority to bind that company.
1. The Service
Censalis provides multi-tenant small-business accounting software: general ledger, invoicing, accounts payable and receivable, banking reconciliation, payroll tools, and reporting, together with optional data conversion and document import features. We may improve or modify the Service over time; we will not materially reduce the core functionality of a paid subscription during its term without notice.
2. Accounts
You must provide accurate registration information and keep it current. You are responsible for maintaining the confidentiality of login credentials and for all activity under your accounts. Notify us promptly of any unauthorized use. The Service is intended for business use by users who are at least 18 years old.
3. Subscriptions and Billing
Paid subscriptions are billed by Censalis through our payment processor, Stripe, at the prices and intervals presented when you subscribe. Except where required otherwise by law, fees are nonrefundable. Prices for a renewal term may change with advance notice given before the renewal. Stated prices exclude applicable taxes, which are your responsibility. We may suspend access for nonpayment after notice.
4. Your Data
Your accounting records and the other data you or your users submit to the Service ("Customer Data") belong to you. You grant Censalis the rights needed to host, process, transmit, and display Customer Data solely to provide and support the Service. Our collection and handling of data, including data obtained through the optional Gmail integration and bank feeds, is described in the Privacy Policy. You are responsible for the accuracy and lawfulness of the Customer Data you submit and for maintaining your own copies of source records where law or prudence requires. The Service provides export capabilities, and you may export your data during your subscription and for a reasonable period after termination on request. Use of the Service also includes the automatic collection of error and diagnostic data when the Service or your browser encounters a problem, and the storage of product suggestions you submit with your account, each as described in the Privacy Policy.
5. Data Conversion Services
Where you use the Censalis conversion service to migrate data from another accounting system (for example, QuickBooks Online), you authorize Censalis to read the source data described during the conversion flow. Conversions from QuickBooks Online are read-only: the conversion writes nothing to the source system, and access tokens are revoked when the conversion completes. Censalis verifies that imported balances tie out to the source before completion, and you are responsible for reviewing the converted records and confirming they are complete and correct for your business before relying on them.
6. Acceptable Use
You agree not to: (a) use the Service to violate law or the rights of others; (b) probe, breach, or test the security of the Service without written authorization; (c) access another customer's data or attempt to; (d) resell or provide the Service to third parties as a service bureau except as agreed in writing; (e) interfere with the operation or integrity of the Service; or (f) use the Service to develop a competing product.
7. Third-Party Services
The Service interoperates with third-party services you choose to connect, such as QuickBooks Online (Intuit), Google (Gmail), Plaid (bank feeds), and your financial institutions. Your use of those services is governed by their own terms and privacy policies, and Censalis is not responsible for them. Connecting them is optional, and you may disconnect them at any time.
8. Intellectual Property
Censalis and its licensors own the Service, including its software, design, and documentation. We grant you a limited, nonexclusive, nontransferable right to access and use the Service for your internal business purposes during your subscription. You may not copy, modify, reverse engineer, or create derivative works of the Service except as permitted by law. Feedback you provide about the Service may be used by Censalis without obligation.
9. No Professional Advice
The Service is software. It does not provide accounting, tax, legal, or investment advice, and its outputs, including AI-assisted document extraction and categorization, are tools that require your review. You are responsible for your books, filings, and compliance obligations, and for consulting qualified professionals where appropriate.
10. Disclaimers
The Service is provided "as is" and "as available". To the maximum extent permitted by law, Censalis disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and noninfringement. We do not warrant that the Service will be uninterrupted or error-free.
11. Limitation of Liability
To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data, even if advised of the possibility; and (b) Censalis's total liability arising out of or relating to the Service is limited to the amounts you paid to Censalis for the Service in the 12 months before the event giving rise to the claim. These limits do not apply where they cannot lawfully be applied.
12. Indemnification
You will defend and indemnify Censalis against third-party claims arising from Customer Data, your use of the Service in violation of these Terms, or your violation of law, except to the extent caused by Censalis's breach of these Terms.
13. Term, Suspension, and Termination
These Terms apply while you use the Service. Either party may terminate for material breach that remains uncured 30 days after written notice. You may cancel a subscription effective at the end of the current billing period. We may suspend access immediately where necessary to protect the Service, other customers, or as required by law. Sections that by their nature should survive termination, including Sections 4 and 8 through 15, survive.
14. Changes to These Terms
We may update these Terms from time to time. Material changes will be posted on this page with an updated effective date and, for active customers, notified through the Service or by email before they take effect. Continued use of the Service after the effective date constitutes acceptance.
15. General
These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the state and federal courts located in Delaware have exclusive jurisdiction. If any provision is unenforceable, the remainder stays in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets. We may assign or transfer these Terms, and the agreement they form, in whole or in part, including in connection with a merger, acquisition, reorganization, or a transfer of the Service (or of the product line you use) to another legal entity. These Terms bind and benefit each party's successors and permitted assigns. If we transfer these Terms, the successor stands in our place, and your agreement continues unchanged. These Terms, together with the Privacy Policy and any order or subscription details you accept, are the entire agreement regarding the Service.
16. Contact
Censalis Inc.
1207 Delaware Ave, Suite 102
Wilmington, DE 19806
legal@censalis.com