Terms of Use
Terms of Use
Last Updated: October 2026
These Terms of Use (the “Terms”) govern access to and use of the Floe reconciliation application, the website at https://floefinance.com, and any related subdomains, documentation, intake materials, and interfaces (together, the “Site”), and the services described in Section 1 (the “Services”).
These Terms are a binding agreement between Floe Labs, Inc., a Delaware corporation (“Floe,” “we,” “us,” or “our”), and the company or other legal entity on whose behalf the Services are used (“Customer,” “you,” or “your”). The Services are offered to businesses only. Each individual who signs in does so as a representative of a Customer, and represents that they are authorized to bind that Customer. An order form, statement of work, or similar document signed by both parties (an “Order Form”) may add to or vary these Terms; where the two conflict, the Order Form governs.
By accessing or using the Services you agree to these Terms and to the Privacy Policy, which is incorporated by reference. Section 13 contains a binding arbitration provision and a class-action waiver. Please read it.
1. The Services
1.1 What Floe does
Floe recounts an invoice from a vendor of AI services that are priced per task or per outcome (a “Seller”) against the paying company’s own records. For one invoice cycle (an “Engagement”), the paying company (a “Buyer”) supplies its contract, the invoice, the Seller’s list of billed outcomes where one exists, an export of the Buyer’s own helpdesk or other system of record covering the billing period, and a rules sheet describing what the Buyer counts as a real outcome. Floe matches each billed unit to the Buyer’s records, applies the Seller’s published rules and the Buyer’s confirmed rules, and produces a report, a per-row dispute file, an evidence manifest, and a log of every time Floe read the Buyer’s files.
Where both a Buyer and a Seller have countersigned a Floe Cleared Work Definition (the “Definition”), Floe also produces a Cleared Work Statement for each invoice, showing billed units against cleared units with a stated reason for every unit that is not cleared, and allows either party to file an exception against a line.
1.2 How the Services work
The following properties are part of what you are buying, and they also bound what Floe can promise:
Read-only. Floe reads the files you upload and, where you choose to connect one, reads from your helpdesk through a read-only credential. Floe does not write to, change, or delete anything in your systems or the Seller’s.
Deterministic. The same inputs and the same rule versions always produce the same outputs. Floe does not use a large language model or any other probabilistic method in any calculation.
Rules are quoted, not invented. Every Seller rule Floe applies cites that Seller’s published source. Where Floe cannot confirm a rule is published, the affected units are marked as resting on an unverified rule, remain payable in the outputs, and are never netted against the billed total.
Buyer rules are the Buyer’s. Floe transcribes the rules sheet and applies the rules only after you confirm the transcription. Floe does not decide what your acceptance standard should be.
Operator-run. A Floe operator runs each step of an Engagement, and a second operator reviews the outputs before delivery.
Some units cannot be measured. A billed unit that cannot be matched to a readable record in your export is reported as not measurable, and the report states that share first.
1.3 What the Services are not
The report, the dispute file, and the Cleared Work Statement are Floe’s recount of the invoice against the inputs you supplied and the rules in force. They are not legal, accounting, tax, or financial advice, and they are not a determination that any amount is or is not owed. Whether to dispute an invoice, what to send to the Seller, and when, are decisions you make. Floe does not negotiate with Sellers on your behalf, does not represent you in any dispute, and does not guarantee that a Seller will accept any credit, correction, or dispute. Floe is not a party to the contract between a Buyer and a Seller.
1.4 Workspaces and roles
Access is by invitation. Each user works inside their company’s workspace. A Buyer workspace sees that Buyer’s Engagements and outputs. A Seller workspace sees the Cleared Work Statements, methodology, and exception threads for accounts where that Seller has countersigned a Definition, and nothing else of the Buyer’s. Floe staff operate a separate operator workspace. Floe sets workspace roles; the application has no self-service control for them.
1.5 Demo Engagements
The application can create a demo Engagement loaded entirely with synthetic data so that you can try the flow. Demo outputs carry no information about any real customer, invoice, or Seller and must not be relied on for any purpose other than evaluation.
1.6 Changes to the Services
Floe may add, change, or withdraw features. A ruleset file that has been released and locked is never edited; corrections ship as a new version, and the manifest for each run records which versions were used. Floe will not change the rule versions applied to a delivered Engagement.
2. Your Obligations
2.1 Authority over the data you provide
You represent that you have the right to provide every file you upload and every credential you connect, including the right to disclose to Floe the personal data of your customers and staff that those files contain, and that doing so complies with your own privacy notices, your contracts with the Seller and with your helpdesk provider, and applicable law. For the personal data of your customers and staff contained in your inputs, you are the controller and Floe is your processor, as the Privacy Policy describes.
2.2 Scope of what you send
Send only the date range an Engagement needs: the billing period plus the acceptance window stated in your rules sheet. Do not upload your full history. Do not upload categories of data the intake pack does not ask for.
2.3 Read-only credentials
If you connect a helpdesk access token instead of uploading an export, you are responsible for creating it with read-only scope and no other, for confirming that scope, and for revoking it when you no longer want Floe to hold it. Floe seals the token on receipt, never displays it again, and uses it only when you start a pull. A token with write or delete scope is a breach of these Terms, and Floe may refuse or disconnect it.
2.4 Accuracy of inputs and rules
Floe’s outputs are only as good as what you supply. You are responsible for the completeness of your export, the accuracy of your rules sheet and your confirmation of its transcription, and the accuracy of the Seller’s billed-outcome list where you supply one. Floe reports what it finds in the inputs and does not correct them.
2.5 Account security
You are responsible for the people you invite to your workspace and for all activity under their accounts. Notify Floe promptly of any suspected unauthorized access.
2.6 Buyer-only outputs
Certain outputs are marked for the Buyer only, including the renewal-levers file and the report’s buyer-only claim lists. They show charges that are valid under the Seller’s rules but failed your own standard. They are produced for your renewal conversation, not for the Seller, and forwarding them is at your own risk. The vendor-facing files are the ones labelled as such.
2.7 Acceptable use
You will not, and will not allow anyone to: use the Services in breach of applicable law, including sanctions and export-control law; upload data you have no right to disclose; attempt to reverse engineer, probe, or disrupt the Services or to access another customer’s workspace; misrepresent your identity or your company; or use the Services to build a competing reconciliation product. Floe may suspend access while it investigates a suspected breach.
3. Sellers
A Seller that countersigns a Definition agrees that Floe may show that Seller the Cleared Work Statement, methodology, and exception threads for the covered account, and agrees that the Statement is Floe’s recount against the inputs and the Definition, not a determination of any amount owed. A Seller sees record identifiers, outcome lines, and reasons. A Seller never sees message content, customer identifiers, the Buyer’s rules sheet, the Buyer’s full export, or the Buyer-only outputs. An exception filed by either party is answered on its own thread and never moves a line on a statement that has already been issued.
4. Fees
Fees for the Services are set out in your Order Form. Unless the Order Form says otherwise, fees are invoiced per Engagement, are due within thirty days of invoice, and are exclusive of taxes. You are responsible for all taxes other than taxes on Floe’s net income. Fees are non-refundable except where the Order Form or applicable law provides otherwise.
5. Confidentiality
Each party will protect the other’s non-public information with at least the care it uses for its own confidential information, and no less than reasonable care, and will use it only to perform under these Terms. Your inputs, your rules, and your outputs are your confidential information. Floe’s rulesets, methodology, software, and pricing are Floe’s confidential information. These obligations do not cover information that is public through no fault of the receiving party, was already lawfully held by it, is independently developed, or must be disclosed by law, in which case the receiving party will give notice where it lawfully can. These obligations survive for five years after the Engagement ends, and for as long as the information remains a trade secret.
6. Data
6.1 Your data
You own your inputs and the outputs produced for you. You grant Floe a non-exclusive licence to host, copy, process, and transmit them to provide the Services, to reproduce an Engagement on request, to respond to an exception, and as Section 6.3 describes.
6.2 Retention and deletion
Floe deletes the raw files you upload, every version of them, thirty days after your report is delivered, and records a deletion certificate. The raw files are the only place message content and unhashed contact identifiers ever exist in the Services. Floe keeps the records derived from them: the ledger of matched and classified units, the run outputs, the sealed manifests, the per-Engagement hashing key, and any sealed access token until you revoke it. Contact identifiers in the kept records are pseudonymous, hashed under a key specific to the Engagement. The Privacy Policy sets this out in full.
6.3 Derived and aggregated data
Floe uses the kept records, together with records across its other customers, to re-run or verify past Engagements, to produce benchmarks and trend analysis, and to improve the matching logic and rulesets Floe applies. Benchmarks and other data Floe publishes or shares outside your account are aggregated so that neither you, your customers, nor any individual record can be identified. Floe will not share your raw inputs, your rules sheet, or your Engagement-level outputs with any other customer, including a Seller, except as Section 3 describes.
6.4 Evidence and reproduction
Each run’s manifest records the hash of every input, ruleset, and output file, the engine commit that produced it, a signature, and an independent timestamp. Within the thirty-day retention period Floe can reproduce an Engagement byte for byte from the stored inputs on request. After the raw files are deleted, the manifest still proves what was audited and the kept ledger supports a re-audit, but a byte-exact reproduction from the original files is no longer possible.
7. Intellectual Property
The Services, the software, the rulesets, the Floe Cleared Work Standard, the application annexes, and Floe’s trademarks are owned by Floe or its licensors. Subject to these Terms, Floe grants you a limited, non-exclusive, non-transferable licence to use the Services for your internal business purposes during the term. You may use and share the vendor-facing outputs of an Engagement with the relevant Seller, with your advisors, and internally without restriction. If you give Floe feedback, Floe may use it without obligation to you.
8. Third-Party Services
The Services run on and integrate with services operated by others, including identity and sign-in, cloud hosting, storage, databases, key management, error reporting, a timestamp authority, and, where you connect one, your helpdesk’s API. Those providers are listed in the Privacy Policy. Floe is responsible for its own use of them under these Terms but does not control them and is not responsible for their acts or omissions beyond what the law requires. Your helpdesk provider and your Seller are not Floe’s subcontractors, and your relationships with them are governed by your own contracts with them.
9. Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER FORM, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLOE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FLOE DOES NOT WARRANT THAT ANY OUTPUT WILL BE ACCEPTED BY A SELLER, THAT ANY DISPUTE WILL SUCCEED, THAT EVERY BILLED UNIT CAN BE MATCHED TO YOUR RECORDS, OR THAT ANY SELLER RULE FLOE COULD NOT VERIFY IS OR IS NOT IN FORCE. OUTPUTS DEPEND ON THE COMPLETENESS AND ACCURACY OF THE INPUTS YOU SUPPLY.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY. FOR CLARITY, THE AMOUNT OF ANY INVOICE, CREDIT, OR DISPUTE BETWEEN YOU AND A SELLER IS NOT A DAMAGE FOR WHICH FLOE IS LIABLE.
EXCEPT FOR A PARTY’S BREACH OF SECTION 5, ITS INDEMNITY OBLIGATIONS UNDER SECTION 11, OR LIABILITY THAT CANNOT BE LIMITED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO FLOE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
11. Indemnification
You will defend and indemnify Floe against third-party claims arising from inputs you had no right to provide, from a credential you connected with more than read-only scope, or from your use of the outputs in breach of these Terms or of your contract with a Seller. Floe will defend and indemnify you against third-party claims that the Services, used as permitted, infringe that party’s intellectual-property rights, except to the extent the claim arises from your inputs or your rules. The indemnified party will give prompt notice, reasonable cooperation, and sole control of the defence to the indemnifying party, who will not settle in a way that admits fault on behalf of the other without consent.
12. Term, Suspension, and Termination
These Terms apply from your first use of the Services and continue until terminated. Either party may terminate for convenience on thirty days’ written notice, and either may terminate immediately if the other materially breaches and does not cure within fifteen days of notice. Floe may suspend access immediately where reasonably necessary to protect the Services, other customers, or the data in Floe’s care, or where required by law. On termination your licence ends and any Engagement in progress stops. Delivered outputs remain available for download for thirty days after termination. Deletion of raw files follows Section 6.2 regardless of termination. Sections 1.3, 2.1, 2.6, 5, 6, 7, 9, 10, 11, 13, 14, and 15 survive.
13. Dispute Resolution; Arbitration; Class-Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
Informal resolution first. Before starting any formal proceeding, the party raising a dispute will notify the other in writing (for Floe, at hello@floefinance.com) and the parties will attempt in good faith to resolve it for at least thirty days.
Binding arbitration. Except as provided below, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by a recognized arbitration provider under its commercial rules, before a single arbitrator, seated in Wilmington, Delaware, in English, on an individual basis. The Federal Arbitration Act governs this section.
Class-action waiver. Each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one party’s claims.
Exceptions. Either party may bring an individual claim in small-claims court, and either may seek injunctive or equitable relief in court for infringement or misuse of intellectual property or breach of Section 5. Where this section is found unenforceable, disputes will be resolved by the courts specified in Section 14.
Opt-out. You may opt out of arbitration and the class-action waiver by written notice to hello@floefinance.com within thirty days of first accepting these Terms, stating your company name, your workspace, and your intent to opt out.
14. Governing Law; Venue
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and where applicable by the Federal Arbitration Act. To the extent a dispute is not subject to arbitration, the state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to their jurisdiction and venue.
15. General
These Terms, the Privacy Policy, and any Order Form are the entire agreement between the parties about the Services and supersede any prior understanding. Where an Order Form and these Terms conflict, the Order Form governs for that Order Form. Floe may update these Terms by posting a revised version with a new “Last Updated” date and, for material changes, by notifying your workspace; changes do not apply to an Engagement already in progress unless you agree. If a provision is unenforceable, the rest remain in effect. Failure to enforce a provision is not a waiver. Neither party may assign these Terms without the other’s consent, except to a successor to substantially all of its business or assets on notice. There are no third-party beneficiaries. Notices to Floe go to hello@floefinance.com; notices to you go to the administrative contact on your workspace or Order Form.
Contact: hello@floefinance.com Floe Labs, Inc., Delaware, USA