Terms of Service

1. This agreement

These terms are a contract between SparkGap LLC (“FactorMirror”, “we”) and the company whose workspace you create or join (“you”). By creating a workspace, accepting an invitation, or submitting a statement pack, you accept them. If you are agreeing on behalf of a company, you confirm you are authorized to bind it.

2. What the service is

You send us a source pack: your current factoring agreement or rate schedule, the factor statement for a period, and an invoice or AR export, plus any supporting files. An analyst rebuilds the reserve, fee, cash and chargeback arithmetic for that period from those documents and delivers a workpaper: headline figures, an explanation of the difference between what the factor reported and what the documents support, line-by-line findings each citing the term, page, row, or invoice behind it, and a copy-ready request you may send to your factor.

Offer	Scope	Price
First Statement X-Ray	Your first 50 invoices, one period	Free
Reserve Mirror	Full monthly ledger, recurring	$495/month up to 200 invoices; $995/month up to 1,000; month to month
Final Release Audit	Closing statement and final reserve	$1,500 fixed

We aim to deliver a readout by the next business day after a complete source pack arrives. That is a target we work to, not a guaranteed turnaround, and a pack that is missing a document or that raises a question will wait on your answer.

3. What FactorMirror is not

This matters more than anything else here, so it is stated plainly:

• Not a lender or a factor. We advance no funds, buy no receivables, and take no security interest in anything of yours.
• Not a broker. We are not paid by any factor, we take no referral fee, and we will not introduce you to one.
• Not your lawyer or your accountant. A workpaper is not legal, accounting, tax, audit, or investment advice, and it is not an audit or an attestation under any professional standard.
• Not your agent. We do not contact your factor, negotiate with them, or act for you in a dispute. Everything we produce is yours to use, or not use, as you decide.

A finding is a question worth asking, supported by a citation. Whether to raise it, how to raise it, and what it means for your agreement are decisions for you and your own advisers.

4. Your account and workspace

Keep your credentials to yourself, use a password you use nowhere else, and turn on two-factor sign-in. You are responsible for what happens under your account and for whom you invite. Owners and admins can add and remove members and change roles; an owner can delete the workspace outright, for everyone. We may suspend an account that is being used to attack the service or that we are legally required to suspend.

5. Your documents

Your documents remain yours. You grant us only the licence we need to store them and to produce your review, and no other. You confirm that you have the right to share each document with us, including where it is confidential to you and your factor, and that doing so breaches no agreement binding you. If your factoring agreement restricts disclosure, check it before you upload.

We take the documents as given. We do not verify that they are authentic, complete, or current, and a review can only be as accurate as what it is built from. If you send us a superseded rate schedule, the findings will faithfully reflect the wrong schedule.

6. Findings and how you use them

A delivered review reflects our analysts’ reading of your documents on the date it was delivered. Reasonable people can read a fee clause two ways, and your factor may hold supporting detail we have never seen. If your factor answers a finding with information that changes the picture, tell us and we will reopen the review and correct it.

You may share a workpaper with your factor, your accountant, your lender, or your advisers. You may not present it as an audit, as a legal opinion, or as anything issued by your factor, and you may not resell it or offer reconciliation services to third parties from it.

7. Fees and payment

The First Statement X-Ray is free, with no card required. Paid work is billed at the prices above or as otherwise agreed with you in writing, invoiced directly, and payable within 14 days of invoice unless we agree otherwise. Prices exclude any applicable taxes. Recurring work is month to month: tell us to stop and we will stop at the end of the period you have paid for. We may change prices for future periods with 30 days’ notice.

8. Acceptable use

You agree not to:

• upload anything you have no right to share, or anything containing malicious code;
• use the service to build a competing reconciliation product, or to benchmark it for publication without our written consent;
• probe, scan, or attempt to defeat the service’s security or its tenant separation, or use another workspace’s credentials;
• automate access in a way that degrades the service for others, or evade its rate limits.

9. Confidentiality

Each of us will protect the other’s confidential information with at least reasonable care and use it only for this agreement. Your source documents and review results are your confidential information. This survives the end of the agreement.

10. Intellectual property

The application, the reconciliation method, and the workpaper format are ours. Your documents, and the findings and workpapers produced for you, are licensed to you to use inside your business without restriction for that purpose. We may describe our work in aggregate, including how many statements were reconciled and what kinds of difference arise most often, but never in a way that identifies you or your factor.

11. Disclaimers

The service is provided “as is”. To the fullest extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that a review will find a difference, that any difference we find will be recovered, that your factor will agree with us, or that the service will be uninterrupted or error-free.

12. Limitation of liability

Neither of us is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost business opportunity, even if warned they were possible.

Our total liability arising out of or relating to this agreement is limited to the fees you paid us in the twelve months before the claim arose, or US$100 if you have paid us nothing. Nothing here excludes liability that cannot lawfully be excluded, including for fraud or for death or personal injury caused by negligence.

13. Indemnity

You will defend and indemnify us against third-party claims arising from documents you had no right to share with us, or from your use of a workpaper in breach of section 6.

14. Term, termination, and deletion

This agreement runs until either of us ends it. You can stop at any time: delete your workspace or your account in the app, or ask us to. We may end it on 30 days’ notice, or immediately for a material breach of section 8. On termination we stop processing and delete your data as described in the Privacy Policy. Before you delete a workspace, download anything you want to keep, including source files and PDF workpapers, because deletion is immediate and cannot be undone.

15. Changes

We may change the service, and we may change these terms. If a change is material we will email workspace owners at least 30 days before it takes effect and update the date at the top of this page. If you do not accept a change, stop using the service before it takes effect; that is your remedy.

16. General

This agreement is governed by the laws of [governing law: set in src/lib/legal.js], without regard to conflict-of-laws rules, and each of us submits to the exclusive jurisdiction of [courts: set in src/lib/legal.js]. If a provision is unenforceable, the rest stands. Neither of us may assign this agreement without the other’s consent, except to a successor of the whole business. Our failure to enforce a provision is not a waiver of it. Together with the Privacy Policy, this is the entire agreement between us about the service, and it replaces any earlier understanding. We are independent contractors; nothing here creates a partnership, agency, or employment relationship.

17. Contact

Questions about these terms: [email protected]. Everything else: [email protected]. Post: [registered address: set in src/lib/legal.js].