Draft pending legal review
Items in brackets are not filled in yet. A signed order form or agreement with your company takes precedence over these terms.
The agreement
These terms govern the use of Clamp, provided by [Company legal name], [registered address] ("we", "us"), by the company that holds a Clamp account ("the customer") and the people it authorises ("users"). By signing in you confirm you are authorised by the customer and accept these terms on its behalf.
The service
Clamp collects transaction data for the wallets the customer adds, calculates cost basis using the method the customer selects, reconciles ledger balances against blockchain data, keeps an audit log and produces reports. The features available are those described in the application at the time of use.
Accounts and access
- Access is by invitation. We review requests and may decline them without giving reasons.
- The customer's administrators decide who has access and with which role, and are responsible for removing access that is no longer needed.
- Users keep their password and authenticator app secure and tell us at once about any suspected unauthorised access.
- API keys the customer connects must be read-only. The customer is responsible for the permissions of the keys it provides.
Your data
The customer owns the data it puts into Clamp and the reports Clamp produces from it. We process it only to provide the service and as described in the Privacy Policy and our data processing terms. The customer can export its reports at any time. After termination we delete the customer's data within [period], unless the law requires us to keep it.
Calculations and their limits
Clamp calculates from the data available to it: blockchain records returned by data providers, prices from market data sources and the settings the customer chooses. Missing history, unpriced assets or incorrect settings change the results, and Clamp reports the problems it detects, such as shortfalls, unreconciled balances and unpriced movements.
Clamp is accounting software, not tax, legal, audit or investment advice. The customer remains responsible for reviewing results, for its books and filings, and for the decisions it makes with them.
Acceptable use
- Do not try to access another customer's data, probe or bypass security controls, or exceed rate limits deliberately.
- Do not use Clamp to process data you have no right to process, or for any unlawful purpose, including sanctions evasion.
- Do not copy, resell or reverse engineer the service, except as the law expressly allows.
Availability and changes
We aim to keep Clamp available and to announce planned maintenance in advance. Unless an agreement with the customer sets a service level, the service is provided without a guaranteed availability. We may improve or change features; we will not remove a feature the customer relies on without reasonable notice.
Fees
Fees, if any, are set in the order form or agreement with the customer: [pricing and payment terms].
Confidentiality
Each party keeps the other's non-public information confidential and uses it only for the purpose of this agreement. Our staff access customer data only when needed to provide support or keep the service secure, and those accesses are logged.
Suspension and termination
The customer may stop using Clamp at any time. We may suspend access that threatens the security of the service or breaches these terms, and will tell the customer why unless the law prevents it. Either party may terminate on [notice period] written notice.
Liability
Nothing in these terms limits liability that cannot be limited by law. Otherwise, each party's total liability is limited to [liability cap], and neither party is liable for indirect or consequential loss, including loss of profit or of data the customer could have restored from its own records.
Governing law
These terms are governed by the laws of [jurisdiction], and its courts have exclusive jurisdiction.
Changes to these terms
We may update these terms. Material changes are emailed to the customer's administrators at least 30 days before they apply, and the date at the top of this page changes.
Contact
[Company legal name], [registered address]. Email: [contact email].