Terms of Service

These terms govern your use of Sebastian (“the service”), provided by Sebastian (“Sebastian”, “we”, “us”).

You accept these terms by signing an order form that refers to them, by clicking “I agree” or similar where presented, or by otherwise accessing or using the service. If you are accepting on behalf of an organisation, you represent that you have the authority to bind it, and “you” in these terms means that organisation. If you do not agree to these terms, do not use the service. You are responsible for every individual you give access to the service and for their compliance with these terms.

1. The service

We grant you a non-exclusive, non-transferable right to access and use Sebastian, a cloud-based financial intelligence platform that connects to your accounting, planning and operating systems to maintain a financial outlook, explain what is changing, draft accounting work for review and record decisions, solely for the internal business purposes of you and the affiliates you authorise under your account. An affiliate is an entity that controls, is controlled by or is under common control with you. You are responsible for your affiliates’ use of the service, you act as their single point of contact, and the limits in section 9 apply to you and your affiliates together.

We will work to keep the service available, fast and improving, and we may modify or discontinue features. If we materially reduce the core functionality of the service, we will give you at least 30 days’ prior notice.

We may use subcontractors and third-party infrastructure (our subprocessors) to deliver the service and we remain responsible for their work under these terms. This is separate from the systems you choose to connect to the service, which section 3 covers.

We retain all right, title and interest in the service, including its software, models, content and intellectual property. No rights are granted by implication, and any rights not expressly granted to you are reserved.

2. Acceptable use

You may use the service only for lawful purposes and in accordance with these terms. You may not:

• reverse engineer, decompile or attempt to extract the source code of the service;
• use the service to develop or train a competing product or service;
• resell or sublicense access to third parties;
• use the service to store or transmit unlawful content;
• attempt to gain unauthorised access to our systems or other customers’ data;
• conduct security or penetration testing of the service without our prior written consent;
• interfere with the availability or performance of the service; or
• use the service in violation of applicable export control or sanctions law.

Permissions and approval policies. You configure the roles, permissions, approval thresholds and policies in the service, including which actions may run automatically under an authorised policy and which require a named approver. We are not responsible for the consequences of the permissions and policies your administrators configure.

Use limits. To protect the service for all customers, we may set and enforce reasonable usage limits across every access method, including the web application, API and any connected AI assistant. We apply these limits in a non-discriminatory way and communicate them where commercially reasonable. We may throttle or temporarily restrict access where usage poses a security, stability or operational risk.

You are responsible for everything that happens under your account, including your users’ actions.

3. Connected systems

The service works by connecting to systems you already run, such as your ERP, planning platform, CRM, data warehouse, document stores, email and chat, banking and payment providers. You authorise each connection, you are responsible for having the right to connect each system and share its data with us, and each connected system remains subject to its own provider’s terms.

Your ERP remains the authoritative accounting system. The service may read from and, where you have configured it to, write to connected systems. The service writes to your ERP only an entry that has been approved under the policies and by the approvers you have configured. A proposed entry, schedule or treatment is not posted, and is not shown as posted, until the connected system confirms it.

Where a connected system’s provider processes your data on our behalf, it is on our subprocessor list and section 11 and the DPA apply to it. Otherwise the provider is not our subprocessor and we are not responsible for how it handles your data or whether it stays available. We are not responsible for errors in the data a connected system supplies, although the service is designed to show the source and freshness of every figure so that such errors can be found.

4. AI output and financial judgement

The service uses machine learning and large language models to find relationships, calculate financial impact, investigate variances, draft explanations, schedules and accounting entries, and propose next steps. This output can be inaccurate, incomplete or out of date. You are responsible for reviewing it before relying on it.

The service does not provide accounting, tax, legal, investment or other professional advice. Forecasts and outlooks are estimates, not guarantees of future performance. Accounting treatments proposed by the service are proposals for a qualified person to review. Decisions about accounting policy, financial reporting, hiring, spending and the business remain yours, and your financial statements remain your responsibility.

5. Payment

Fees. Fees, the subscription term, the entities and users covered, and any usage allowances are set out in the order form between us. Unless the order form says otherwise, subscriptions are annual, billed in advance by invoice, and invoices are due within 30 days of the invoice date. A committed annual fee is non-refundable except where these terms say otherwise.

Changes within a term. Entities or users added beyond what the order form covers are charged at the rates in the order form, prorated for the rest of the term, and included in the regular fee from the next renewal.

Price changes. We may update our pricing. A change applies only at your next renewal; prices are fixed for any term you have already paid for. We will give you at least 60 days’ written notice before a price change takes effect. If you do not wish to continue at the new price, you may choose not to renew.

Taxes. Fees exclude taxes. You are responsible for any sales, use, VAT or similar taxes in your jurisdiction, other than taxes on our income.

Disputes. If you believe an invoice is incorrect, tell us in writing within 60 days of the invoice date and we will work with you in good faith to resolve it. A dispute does not suspend your obligation to pay undisputed amounts.

Late payment. If an invoice is not paid by the due date, we may suspend access after giving you 14 days’ notice to pay, and we may charge interest on overdue amounts at 1% a month or the highest rate permitted by law, whichever is lower.

Pilots and trials. We may offer a pilot or trial on terms agreed with you. During a pilot or trial the service is provided “as is”, the warranty in section 7 does not apply, and no fees are charged unless the pilot agreement says otherwise. If you do not enter into a subscription, your access ends with the pilot and section 6 applies to your data.

6. Term and termination

Term. These terms apply from the date you accept them and continue for the subscription term in the order form, renewing for successive terms of the same length unless either party gives notice of non-renewal at least 30 days before the end of the current term.

Termination by us. We may terminate for your material breach if you do not cure it within 30 days after we give written notice describing it. We may suspend or terminate immediately if (a) you fail to pay undisputed fees and do not cure within 14 days after notice, (b) your use poses a security, legal or operational risk to us or other customers, or (c) the law requires it. In other cases we will give at least 90 days’ written notice, and termination takes effect no earlier than the end of your current paid term.

Termination by you for our breach. You may terminate for our material breach if we do not cure it within 30 days after you give written notice describing it. We will then refund prepaid fees for the unused portion of the term, in addition to any other remedy available to you.

Your data after termination. We will keep your data for 30 days after termination so you can export it in a commonly used, machine-readable format, including your outlooks, forecast versions, approved entries, workpapers and approval history. After that we delete it from our active systems, and from backups within 90 days, as set out in the DPA. We may keep the usage metrics described in section 11 and anything we are legally required to keep. Posted entries remain in your ERP; we do not remove them.

Survival. Sections 2, 4, 5 (for outstanding amounts), 7, 8, 9, 10, 11 and 12 survive termination.

7. Warranties and disclaimers

We warrant that the service will perform substantially in accordance with its documentation and that support will be performed in a professional manner. This warranty does not cover output generated by AI features, data supplied by connected systems, or connected systems themselves. If the service does not conform, we will correct it. If we fail to cure a material breach of this warranty within 30 days after you notify us, you may terminate under section 6 and receive the refund described there, which is your exclusive remedy for that breach. Otherwise, to the maximum extent permitted by law, the service is provided “as is” and “as available”, and we make no other warranties, express or implied, including about uptime, merchantability, fitness for a particular purpose or freedom from errors.

You represent and warrant that (a) you have the right to provide the data you connect to or submit to the service, (b) that data does not violate any law or third party’s rights, and (c) your use of the service complies with the laws that apply to you, including data protection, financial reporting and employment laws in the jurisdictions where you operate. You are responsible for the accuracy of the data you provide and for determining that the service meets your compliance needs.

8. Indemnification

By us. We will defend you against any third-party claim alleging that your use of the service, as permitted under these terms, infringes that party’s patent, copyright, trademark or trade secret rights valid in the United States, the European Economic Area or the United Kingdom, and we will pay damages finally awarded or amounts agreed in a settlement we approve. For a claim concerning output generated by AI features, our obligation is limited to the amounts we recover for that claim from the provider of the model concerned. If the service becomes, or we believe is likely to become, the subject of such a claim, we may procure the right for you to continue using it, modify or replace it without materially reducing its functionality, or, if neither is commercially reasonable, terminate your subscription and refund prepaid fees for the unused term. We have no obligation for claims arising from your data, modifications not made by us, combinations with products we did not provide, use in breach of these terms, or continued use of an allegedly infringing part after we have offered a remedy. This section states our entire liability for third-party intellectual property claims.

By you. You will defend us against any third-party claim arising from (a) your data, to the extent the claim alleges the data itself infringes a third party’s rights or violates the law, (b) your use of the service in breach of these terms or the law, (c) your violation of a third party’s rights, or (d) your users’ inputs to AI features where the claim is brought by a model provider or another subprocessor, except to the extent the claim arises from our breach of these terms or the DPA, and you will pay damages finally awarded or amounts agreed in a settlement you approve.

Procedure. The party seeking indemnification must give prompt written notice of the claim, give the indemnifying party sole control of the defence and settlement (provided no settlement requires the indemnified party to admit liability or pay anything without its consent, not to be unreasonably withheld), and cooperate reasonably at the indemnifying party’s expense. The indemnified party may participate with its own counsel at its own expense.

9. Limitation of liability

Cap. To the fullest extent permitted by law, each party’s total liability arising out of or related to these terms, whether in contract, tort or otherwise, is limited to the fees paid and payable by you in the 12 months before the event giving rise to the claim. For an event during a pilot or trial, the cap is the fees that would have been payable at our list prices for the length of the pilot. The cap is aggregate for all claims by you and your affiliates together. Your obligation to pay fees is not limited by this section.

Data protection and confidentiality. Our total liability for breaches of section 10, section 11 and the DPA, including our security obligations, is limited to two times the cap above. Neither party’s indemnification obligations under section 8 are subject to the cap.

Excluded damages. Neither party is liable for indirect, incidental, special, consequential or punitive damages, including lost revenue or profits, loss of data, loss of goodwill, business interruption or the cost of substitute services, even if advised of the possibility. This exclusion does not apply to amounts payable to a third party under section 8. The reasonable costs of investigating, containing, notifying and remediating a personal data breach caused by our breach, and of restoring your data from our most recent backup where our breach caused its loss, are direct damages recoverable subject to the applicable cap.

Non-excludable liability. Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud, gross negligence or wilful misconduct, or any liability that cannot be limited under applicable law.

10. Confidentiality

Confidential information is any business, technical or financial information disclosed by one party to the other that is reasonably understood to be confidential. Ours includes the service’s features, performance and roadmap. Yours includes your data, your financial results and the details of your use of the service. Each party will keep the other’s confidential information confidential, use it only for the purposes of these terms, protect it with at least reasonable care, and disclose it only to employees, contractors and advisers who need to know and are bound by comparable obligations. These obligations do not cover information that is or becomes public through no fault of the receiving party, was already known to it without restriction, was independently developed, or must be disclosed by law or court order, in which case the receiving party will give prompt notice where permitted. The obligations last five years from disclosure, and for trade secrets as long as they remain trade secrets.

11. Data and privacy

Your data belongs to you. You own the data you connect to or put into the service, and the outlooks, scenarios, workpapers and approval records the service produces for you. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display that data solely to provide the service and perform our obligations. We process personal data as described in our Privacy Policy.

Data processing. You are the controller of personal data processed through the service and we act as your processor. Our data processing agreement (DPA) forms part of these terms whenever personal data is processed through the service, which will usually be the case.

AI and model training. We do not use your data, including personal data and financial records, to train, fine-tune or otherwise develop any model shared across customers, whether ours or a third party’s. Where we use third-party model providers to deliver the service, we contract with them on terms that prohibit training on your data.

Security. We maintain appropriate technical and organisational measures to protect your data, including encryption in transit and at rest, access controls, logging and regular security review.

Subprocessors. The current list of subprocessors is available on request from legal@getsebastian.ai. The DPA governs changes to it, including at least 30 days’ notice before we add a subprocessor and your right to object. If you terminate the affected part of your subscription under that right, we will refund prepaid fees for the unused term.

Usage metrics. We may generate and use aggregated metrics about how the service is used, such as feature use, performance and capacity, to operate, secure and improve it. These metrics do not identify you, your users or any individual and are not derived from the content of your financial records, documents or conversations.

12. General

Governing law. These terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. Disputes that cannot be resolved between us will be brought exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction. Either party may seek injunctive or other equitable relief in any competent court to protect its intellectual property or confidential information.

Relationship. We are independent contractors. These terms create no partnership, joint venture, employment or agency relationship. No third party may enforce any provision of these terms.

Entire agreement. These terms, the Privacy Policy, the DPA and any order form signed between us are the entire agreement between us and replace prior agreements on the same subject. If they conflict, the order is: signed order form, DPA for data protection matters, these terms, Privacy Policy.

Notices. Notices will be sent by email or delivered through the service. Notices to us go to legal@getsebastian.ai. Notices to you go to the email address on file for your account, or are deemed delivered when posted in the service. Email notices are deemed delivered on the next business day after sending.

Changes to these terms. We may update these terms. For material changes we will notify you at least 30 days before they take effect. A material change that adversely affects you takes effect at the start of your next renewal term, unless it is required by law or a regulator, needed to address a security risk, or required by a subprocessor or model provider. Continuing to use the service after a change takes effect means you accept it. If you object to a change, tell us in writing before the notice period ends and you may terminate with effect from the date the change takes effect; if that date falls within a paid term, we will refund prepaid fees for the unused portion.

Severability and waiver. If any part of these terms is unenforceable, the rest remains in effect. Not enforcing a right is not a waiver of it.

Assignment. You may not transfer your rights under these terms without our written consent. We may transfer ours as part of a merger, acquisition or sale of assets.

Publicity. We may reference your company name and logo in our marketing only with your prior written consent.

Feedback. If you share ideas or suggestions about the service, you grant us a royalty-free, perpetual, irrevocable licence to use that feedback for any purpose without obligation to you.

Force majeure. Neither party is liable for delays or failures caused by events outside its reasonable control, such as natural disasters, war, civil unrest, government action or widespread infrastructure outages. The affected party will notify the other promptly and resume performance as soon as reasonably possible. This does not excuse payment obligations.

Questions? Email legal@getsebastian.ai.