Terms of service

1. This agreement

These Terms of service are a contract between Aniketh Marian, sole proprietor, trading as DA SUAN ENTERPRISES and Stratum AI ("Stratum", "we", "us") and the business that signs an Order or pays through a secure payment link we send ("you", "Customer"). Aniketh Marian is the proprietor of DA SUAN ENTERPRISES and the party you contract with. Our Refund and cancellation policy, Shipping and delivery policy, Data processing addendum, Acceptable use policy and Security page are part of these Terms. Together with your Order, they are the "Agreement".

Stratum is for businesses only. By accepting these Terms you confirm that you are acting for a business and not as a consumer, and that you have authority to bind that business. If you do not have that authority, do not accept these Terms.

If your Order conflicts with these Terms, the Order wins for that point only. On data protection, the Data processing addendum wins.

2. Definitions

• "Agents" means the AI agents Stratum provides to do finance back office work, such as invoice reminders and accounts receivable software, bill capture and coding, payment run preparation, bank reconciliation, month end close drafts, cash forecasts, spend audit and document term extraction.
• "Service" means the Agents, our web application, the rulebook, the audit log, and related support.
• "Order" means the order form, proposal, private payment link or online signup that names the Service, the fees and the start date.
• "Connected Services" means third party systems you connect to the Service, such as QuickBooks Online, your mailbox, your bank or bank feed provider, and Slack.
• "Customer Data" means all data you or your Connected Services make available to the Service, and everything the Service produces from it, including Outputs.
• "Outputs" means drafts, messages, entries, reconciliations, forecasts, reports, extracted terms and other results the Agents produce for you.
• "Rulebook" means the plain English record of the rules the Agents follow and learn for your business.
• "Approval Threshold" means the amount limits and approval rules you set in the Service, above which a named person must approve before an Agent acts.
• "Sensitive Party" means any person or organization you mark in the Service as not to be contacted.
• "Audit Log" means the append only record of each Agent action, what it saw, the rule it applied and who approved it.
• "Users" means your employees, contractors and advisers (such as your outside accountant) whom you allow to use the Service.

3. The service

Stratum AI builds and implements software that automates finance back office work for businesses: invoicing, accounts payable, bank reconciliation and month end close. We set it up for each client on a paid onboarding call and run it for them on a monthly plan.

Stratum AI is software. We never hold, receive or transfer client funds. Payments between our clients and their customers or vendors always happen through the client's own bank and accounting system.

We will provide the Service described in your Order, in line with these Terms and our documentation. We may improve and change the Service over time. We will never change the Service in a way that weakens a commitment in section 6. We will tell you at least 30 days before any change that materially reduces the core functions you pay for.

Access works like this. You grant the Service scoped OAuth access to your QuickBooks Online ledger. Email and bank data are connected only if you choose to connect them: read only access to the bank feeds you choose, and access to the mailboxes and Slack workspaces you choose. You grant scoped write access only to the ledger objects a job needs, such as drafting journal entries or applying payments, and the Agents use it only inside your Approval Thresholds. You can revoke any access at any time from the Connected Service; the affected Agents then stop.

The Service starts with an onboarding call, after which you connect your systems. Our Shipping and delivery policy explains how and when the Service is delivered.

Support is available by email at Stratumai.co@gmail.com and by phone at +1 (516) 613-0509, Monday to Friday, 9:00 to 18:00 New York time. We do not offer a service level agreement or uptime commitment unless your Order includes one.

4. Accounts and authority

• You are responsible for your Users and for everything done under your account. Give access only to people you trust with your financial data.
• Set each User's role and approval limits yourself. We act on approvals given through your account as your approvals.
• Keep sign in details secure and use the multifactor sign in we require. Tell us at Stratumai.co@gmail.com straight away if you suspect unauthorized access.
• You confirm you have the right to connect each Connected Service and to let the Service read and act in it as set out in these Terms.

5. What you stay responsible for

Stratum does the work. You stay in charge of it. In particular, you are responsible for:

• Setting Approval Thresholds, approvers and Sensitive Parties that fit your business, and keeping them up to date.
• Reviewing Outputs before you rely on them, and approving anything material, including every payment you release, every entry above your threshold, and anything you file with an authority.
• The accuracy and lawfulness of the data you give us and of the instructions in your Rulebook.
• Keeping your own bank and accounting controls, including dual approval for payments where appropriate, segregation of duties, and your own backups of your ledger.
• Verifying changed vendor bank details through a separate channel when the Service flags them, before you pay.
• Your books, tax returns, filings, period closes, write offs and payment decisions, with your accountant.
• Complying with laws that apply to your business and to messages sent from your mailbox, including laws on contacting customers about unpaid invoices, anti spam, privacy and AI disclosure laws, and the Acceptable use policy.
• Giving any notices and getting any consents needed for us to process personal data in your Connected Services.

6. Our guardrail commitments

These are binding commitments under this Agreement, not descriptions of features. The Service is built so that:

1. It never moves money. The Service does not initiate any payment, transfer or refund. A person you authorize approves before any money moves. The Service can prepare a payment run for that approval, but you release payments inside your own bank.
2. It never acts above your Approval Threshold without a person. Anything above your threshold waits for approval by a User you authorized.
3. It never files a tax return, locks an accounting period or writes off a balance. It can draft these for you. A person does them.
4. It never treats instructions found inside emails, documents or attachments as commands. Only you and your Rulebook instruct the Agents. Content that tries to instruct them is flagged to you.
5. It always flags changed vendor bank details for human verification through a separate channel, and does not include a changed bank detail in a payment run until a User confirms it has been verified.
6. It never contacts a Sensitive Party.
7. It logs every action in the Audit Log, with what the Agent saw, the rule it applied and who approved it. The Audit Log is append only: entries are not edited or removed during your subscription.
8. It never uses Customer Data to train AI models, and our model providers are contractually barred from training on it.
9. We never sell Customer Data.

If we breach a commitment in this section, tell us at Stratumai.co@gmail.com. We will investigate, tell you what happened, and fix the cause. A breach of this section is a material breach, and you may terminate immediately by written notice and receive a refund of prepaid fees for the unused period. This does not limit your other remedies under section 17.

7. AI outputs

The Agents use AI models. AI can make mistakes: it can misread a document, misclassify a transaction, draft a message with the wrong tone or amount, or produce a forecast that turns out wrong. Outputs are drafts and suggestions until you or a User approves them, or until they fall inside rules and thresholds you have set.

You agree to review Outputs in proportion to their importance, and to approve anything material yourself. We design the Service to show you what each Agent saw and why it acted, so that review is practical. Outputs may be similar to outputs for other customers; that does not make them any less yours.

8. What Stratum is not

• Stratum is not a bank, not a money transmitter and not a payment processor. We never hold, receive or send your funds.
• Stratum is not an accounting firm and not a CPA firm, and does not provide audit, attest or assurance services.
• Stratum does not give financial, investment, tax or legal advice. Outputs are not advice, and nothing in the Service creates an adviser, fiduciary or professional relationship.

You and your accountant remain responsible for your books, your filings and your payment decisions.

9. Fees and payment

• Fees are set out in your Order. Our standard plans are paid monthly and depend on how many invoices and bills your business handles in a month: 1,000 US dollars a month for under 100, 1,750 US dollars a month for 100 to 400, and 2,500 US dollars a month for above 400. A one time onboarding fee of 750 US dollars applies.
• Custom amounts may be agreed with you in writing and paid through a private payment link. The amount, what it pays for and who it is for are fixed in the link.
• Monthly payments start on the start date in your Order. Each monthly payment is due on the first day of the billing month it covers, unless your Order says otherwise. The onboarding fee is paid with the first month.
• Each month we send you a secure payment link. Pay by card or PayPal through our payment provider. We never see or store your card details. Payments are subject to Razorpay's terms for the payment method you use. Your payment is complete when Razorpay confirms it to us.
• Prices exclude any taxes that may apply. You pay any taxes on the Service where they apply, other than taxes on our income. If you must withhold tax, you will gross up the payment so we receive the full fee, unless the law forbids it.
• Your bank or card issuer may charge its own fees, for example for currency conversion. Those are between you and them.
• Late amounts carry interest at 1 percent per month or the highest rate the law allows, whichever is lower, from the due date until paid. We will not charge interest on amounts you dispute in good faith and in writing before the due date, while we work with you to resolve the dispute.
• If an undisputed amount is more than 15 days late, we may suspend the Service after giving you at least 10 days' written notice.
• Refunds, including of the onboarding fee, are handled under our Refund and cancellation policy, and as stated in sections 6, 15, 19 and 20.
• We may change our fees for future billing months by telling you at least 30 days in advance. If you do not agree, you can cancel before the change takes effect.

10. Founding customer terms

Ten companies this quarter can become founding customers. For your first 90 days you pay against a result we agree on the first call. After that you move to the plan for your volume, with that price locked for two years. A founder sits in your approvals inbox for the first month.

If your Order says you are a founding customer, the result we agree on the first call, how it is measured, and what you pay for the first 90 days are set out in the Order. If the Order is silent on a point, the rest of these Terms apply.

At least 15 days before the 90 days end, we will remind you in writing of the monthly plan for your volume and its price. After the 90 days, the Service continues on that plan unless you cancel before the 90 days end. That monthly price stays fixed for two years from the end of the 90 days, whatever changes we make to our standard prices.

11. Your data and your rulebook

You own Customer Data, including Outputs, and you own your Rulebook. As between you and us, we claim no ownership of either.

You grant us a worldwide, nonexclusive, royalty free license to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service for you, to prevent abuse, and to comply with law. This license ends when we delete the Customer Data.

Your Rulebook may be built on general starter rules and templates we provide. Those starting materials stay ours, but we grant you a perpetual, royalty free license to use them as part of your exported Rulebook for your internal business purposes, including after you leave.

You can export your Rulebook and Audit Log at any time in a readable format.

We may collect technical information about how the Service performs, such as job counts, errors and response times ("Service Data"). Service Data does not include the content of Customer Data and does not identify you or any person. We use it only to operate, secure and improve the Service. We never use Customer Data itself to train models.

Our processing of personal data in Customer Data is governed by the Data processing addendum.

12. Our intellectual property

We own the Service, including our software, prompts, workflows, starter rules and templates, and documentation, and all improvements to them. We grant you a nonexclusive, nontransferable right to use the Service during your subscription for your internal business purposes. We keep all rights not expressly granted.

13. Feedback

If you give us suggestions or feedback about the Service, we may use them without restriction or payment. We will not identify you as the source without your permission, and feedback does not include your Customer Data or Confidential Information.

14. Confidentiality

"Confidential Information" means nonpublic information one party shares with the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Our nonpublic pricing, security documentation and product plans are ours.

The receiving party will use the other party's Confidential Information only to perform or exercise rights under this Agreement, protect it with at least reasonable care, and share it only with its personnel, contractors and advisers who need to know it and are bound by duties at least as protective as these.

This does not cover information that is or becomes public through no fault of the receiving party, that it already knew without a duty of confidence, that it receives lawfully from someone else, or that it develops independently. A party may disclose Confidential Information when required by law, after giving the other party prompt notice where lawful and disclosing only what is required.

These duties last for three years after the Agreement ends, and for as long as information remains a trade secret. For Customer Data they last until the data is deleted.

15. Connected services

Connected Services are provided by third parties under your own agreements with them. We are not responsible for their availability, accuracy, security, changes or charges, or for their handling of data you share with them. If a Connected Service changes or withdraws its interface in a way that stops a feature from working, we will tell you and try to find a workaround. If we cannot restore a core function you pay for within 30 days, you may terminate and receive a refund of prepaid fees for the unused period, including the onboarding fee if we could not complete onboarding.

When you connect a Connected Service, you authorize us to access it and act in it within the scopes you grant and the limits of this Agreement.

16. Suspension

We may suspend all or part of the Service if (a) you breach the Acceptable use policy, (b) your use poses a security risk to the Service, to other customers or to any person, (c) we must do so to comply with law, or (d) an undisputed amount is overdue as described in section 9. We will limit any suspension to what is necessary, give you advance notice where practical (and otherwise as soon as possible), and restore the Service promptly once the reason is resolved. Suspension never deletes Customer Data.

17. Limitation of liability

Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or business opportunity, however caused and even if it was told they were possible.

Each party's total liability arising out of or relating to this Agreement is limited to the greater of (a) the fees you paid or owed to us in the 12 months before the date the claim arose, and (b) twelve times the monthly fee in your Order at that date (the "General Cap").

For claims arising from a breach of section 6 (guardrail commitments), section 14 (confidentiality), the Data processing addendum or our security commitments, and for amounts payable under section 18 (indemnities), each party's total liability is limited to two times the General Cap (the "Enhanced Cap"). The Enhanced Cap is the total for all such claims, not in addition to the General Cap.

No cap or exclusion in this section applies to: a party's fraud, gross negligence or willful misconduct; your obligation to pay fees; or a party's infringement or misappropriation of the other party's intellectual property.

These limits reflect the fees and the allocation of risk the parties agreed, and apply even if a remedy fails of its essential purpose, to the fullest extent the law allows.

18. Indemnities

What we cover

We will defend you against any third party claim alleging that the Service, as we provide it, infringes or misappropriates that party's intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. We are not responsible for claims caused by Customer Data, Connected Services, your changes to the Service, or combining the Service with things we did not provide. If the Service is or may be found infringing, we may get you the right to keep using it, change it so it does not infringe, or end the affected Service and refund prepaid fees for the unused period.

What you cover

You will defend us against any third party claim arising from (a) Customer Data, including a claim that we had no right to process it, (b) messages or actions the Service sent or took on your instructions or approvals, including claims by your customers or vendors, or (c) your breach of the Acceptable use policy or of law, and pay the damages and costs finally awarded or agreed in settlement. You are not responsible for a claim to the extent it was caused by our breach of section 6.

How it works

The party seeking defense must notify the other promptly (a delay only matters if it causes prejudice), give the defending party control of the defense and settlement, and cooperate reasonably at the defending party's cost. The defending party may not settle in a way that admits fault for, or imposes obligations on, the other party without its written consent. This section states each party's entire obligation for third party claims of the kinds covered.

19. Warranties and disclaimers

We warrant that (a) the Service will perform materially as described in our documentation, (b) we will provide it with reasonable skill and care, (c) we will comply with section 6, and (d) we will not knowingly introduce malicious code. If we breach (a) or (b), tell us within 30 days, and we will fix it. If we cannot within 30 days, you may terminate the affected Service and get a refund of prepaid fees for the unused period.

You warrant that you have the rights and consents needed for us to process Customer Data under this Agreement, and that your instructions and use of the Service comply with law.

20. Term and termination

• The Agreement starts on the date you accept it and continues month to month until either party ends it.
• Either party may cancel for any reason by written notice (email to Stratumai.co@gmail.com). Cancellation takes effect at the end of the current billing month, and you keep the Service until then. We do not refund partial months, except as stated in these Terms. Our Refund and cancellation policy has the details.
• Either party may terminate on written notice if the other materially breaches the Agreement and does not cure the breach within 30 days of notice, or immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or enters bankruptcy or similar proceedings.
• You may terminate immediately for a breach of section 6.
• If we end the Agreement for convenience with less than a full month's notice, or you end it for our breach, we refund prepaid fees for the unused period.

Sections 11 (license ends, ownership survives), 12, 13, 14, 17, 18, 19 (disclaimers), 21, 22, 23 and 26, and any unpaid fees, survive termination.

21. Export and deletion when you leave

• When the Agreement ends, the Agents stop and we revoke the access tokens we hold for your Connected Services. We recommend you also revoke our access in each Connected Service.
• You can export your Rulebook, Audit Log and Customer Data at any time before termination and for 30 days after it. We will help with reasonable requests at no extra charge.
• We delete Customer Data, including the Rulebook and Audit Log, within 30 days of your written request after termination. If you do not send a request, we delete it no later than 90 days after termination.
• Deleted data rolls off our backups within 90 days of deletion. Until then, backups are kept encrypted, isolated and unused, and are only restored for disaster recovery, in which case we delete your data again.
• We may keep a copy of Customer Data only where the law requires it, and then only for as long as required and protected under these Terms. On request, we will confirm deletion in writing.

22. Governing law and venue

This Agreement is governed by the laws of India, without regard to its conflict of laws rules.

Subject to section 23, the courts of Bangalore (Bengaluru), Karnataka, India have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to their jurisdiction and venue. Either party may seek urgent injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

23. Resolving disputes

1. Talk first. Before bringing a claim, a party must send a written notice describing the dispute to the other. Senior people from each side will meet (by video is fine) and negotiate in good faith for at least 30 days from the notice. Either party may propose mediation during this period, and the other will consider it in good faith. This step does not apply to urgent injunctive relief or to collecting undisputed fees.
2. Mediation where the law requires it. Where the Commercial Courts Act 2015 or other Indian law requires mediation before a suit is filed, the parties will take part in it in good faith.
3. Then court. If the dispute is not resolved, either party may bring a claim in the courts named in section 22. We chose courts over arbitration because, for monthly contracts of this size, arbitration costs could exceed the amount in dispute, and courts give both sides a right of appeal.
4. Individual claims only. Because this Agreement is a separate commercial contract with each business customer, each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any class, collective or representative proceeding. If this paragraph is found unenforceable for a particular claim, that claim will proceed in court without it, and the rest of this section still applies.

24. Changes to these terms

We may update these Terms. For a material change, we will email your account owner and post the new version at least 30 days before it takes effect. If you do not agree, you can cancel before the change takes effect, and the old Terms will apply until your cancellation takes effect. Changes required by law, or that only benefit you, can take effect sooner. A change never applies to a dispute that arose before it took effect.

25. Notices

Notices to us go to Stratumai.co@gmail.com. Notices of breach, termination or a legal claim should also be sent by post or courier to DA SUAN ENTERPRISES, Ack Corp, OMBR Layout, Bangalore [area, state and PIN code to be added], India. Notices to you go to the email address of your account owner, or the notice address in your Order. Email notices are effective when sent, unless the sender receives a delivery failure.

26. General

• Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, acquisition or sale of all or substantially all of the relevant business, with notice to the other party. Any other assignment is void.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, labor disputes affecting third parties, or failures of public networks or Connected Services. This does not excuse payment obligations or our security obligations.
• Publicity. We will not use your name or logo, or say you are a customer, without your written permission.
• Sanctions and export. Each party will comply with applicable export control and sanctions laws. You confirm you are not located in, or owned or controlled by persons in, a country or region subject to comprehensive Indian, United Nations or US sanctions, and are not on a restricted party list kept by the Government of India or the US government.
• Independent parties. The parties are independent contractors. Nothing here creates a partnership, agency, fiduciary or employment relationship.
• No third party beneficiaries. Nobody other than the parties has rights under this Agreement, except as the Data processing addendum and the Standard Contractual Clauses give data subjects.
• Entire agreement. The Agreement is the whole agreement between the parties on its subject and replaces earlier proposals and discussions. Terms on a purchase order or similar document you send do not apply, even if we accept the order.
• Waiver and severability. Not enforcing a right is not a waiver. If a provision is unenforceable, it will be enforced to the maximum extent possible and the rest stays in effect.
• Interpretation. "Including" means including without limitation. Headings are for convenience.
• Signature. The Agreement may be accepted electronically and signed in counterparts.