The terms that govern engagements with Sealed Ledger and use of its tools.
Effective date: August 20, 2026
Sealed Ledger is a service offering of Ubiquitous LLC ("Provider", "we", "our", or "us"). By engaging us, using our tools, or accepting a deliverable from us, you ("Customer", "you") agree to these Terms of Service and to our Privacy Policy.
Where you and we have signed an engagement agreement, that agreement governs and these Terms fill any gap it leaves.
We provide two related services:
We are data specialists, not bookkeepers. We do not perform bookkeeping, prepare or file tax returns, provide accounting advice, or issue any form of audit or attestation opinion. Nothing we deliver constitutes an audit, a review, a compilation, or professional accounting or legal advice.
Engagements are scoped and quoted individually. There is no subscription, no plan tier, and no recurring charge.
You must be at least 18, or the age of majority where you live, to use the service.
By authorizing us to connect to an accounting platform, you represent that you own the data in that account or are authorized by its owner to grant access, and that you have whatever consent or authority is needed for us to process the personal information it contains about your customers, vendors, and employees. This matters: a set of books is full of other people's data, and we are relying on you when we connect.
If you are engaging us on behalf of a client — as a CPA, bookkeeper, attorney, or other adviser — tell us at the outset. It may change the terms that apply to both of us.
Accounts are issued by us in connection with an engagement. There is no self-service registration, and our tools are not open to the public.
You agree to keep your credentials confidential, to be responsible for activity under your account, to tell us promptly if you believe it has been compromised, and not to share access with anyone outside the engagement without our agreement.
You agree not to attempt unauthorized access to our systems or another customer's data, to interfere with the operation of the service, to use it to process data you have no right to, or to use it in violation of the terms of any platform you connect.
The service depends on platforms we do not control, principally Intuit's QuickBooks products. Your use of those platforms remains subject to their own terms and privacy policies. We are not responsible for their availability, their pricing, their retention decisions, or changes they make to their APIs.
We capture what the platform returns. If a platform's API omits, delays, or misreports something, that carries through into what we deliver, and we disclose it where we can detect it.
This section is a term of the agreement, not marketing copy. The value of the seal depends on its claims being narrow enough to survive challenge.
Every bundle ships with a LIMITATIONS.txt disclosing what that capture covered and what it did not. Our threat model sets out the boundaries in full, and forms part of these Terms by reference.
We deliver the bundle to you and you become its custodian. Our role ends at delivery.
We do not retain copies past engagement close, do not back up your archive, do not offer a recovery service, and do not maintain any index of past archives. If you lose the bundle, it is gone, and we cannot reproduce it. If you need us to look at something we delivered previously, you will need to send it back to us.
You are responsible for storing the bundle appropriately for its sensitivity, controlling access to it, deciding how long to keep it, and disposing of it securely. The Custody & Handoff document describes the model and our recommendations, and the retention terms are stated in the Privacy Policy.
Fees are quoted per engagement and set out in the quote or engagement agreement. Unless that document says otherwise, fees are due on the terms stated in it and are non-refundable once the deliverable has been produced, since the work is complete at that point regardless of what you subsequently do with the result.
For QuickBooks Desktop engagements, capture runs on your own machine and produces an encrypted bundle. We generate and hold the decryption key, and release it to you on completion of the engagement, including payment where payment is outstanding. On release the key is deleted from our registry.
You should understand what follows from that: after release, neither you nor we can recover the key. Keep it somewhere durable. A password manager is the sensible answer, and for anything with a long retention horizon, consider giving a copy to a trusted second party.
Migration between accounting platforms is not a copy operation. The platforms differ structurally, and some differences cannot be reconciled by any tool.
The clearest example: QuickBooks Desktop supports weighted-average inventory costing and QuickBooks Online uses FIFO. Where a file uses weighted average, perfect trial-balance parity after migration is mathematically impossible. That is a method change, not a defect, and we document the resulting variance rather than concealing or chasing it. Other structural differences — non-posting transaction types, item taxonomies, subscription-tier gating on the destination platform — produce their own documented outcomes.
We provide a pre-migration analysis identifying what is expected to migrate and what is not, and a post-migration reconciliation showing what actually happened, including anything that did not transfer and why. You are responsible for reviewing both and for verifying the migrated data before you rely on it operationally.
We do not warrant that migrated data will reconcile to the penny with the source system, and we do not warrant that a destination platform will accept every record a source platform contained.
LIMITATIONS.txt and any reconciliation report, and raise discrepancies with us promptly.The service, including its software, tooling, report formats, trademarks, and documentation, is owned by Ubiquitous LLC or its licensors. SALT and Sealed Accounting Ledger Technology are trademarks of Ubiquitous LLC.
Your accounting data is yours. We claim no ownership of it and no licence to it beyond what performing the engagement requires. The delivered bundle is yours to keep, copy, hand to your auditor, produce in litigation, or destroy.
The bundle's schema is published openly, and the verifier scripts distributed inside every bundle may be freely used to verify any Sealed Ledger bundle. That is deliberate: a verification model that depends on our permission is not a verification model.
Either party may terminate an engagement on written notice. Fees for work already performed remain payable.
We may suspend or terminate access where you breach these Terms or applicable law, where your use poses a security or legal risk, or where we are required to by law or by a platform provider. Except where conduct is fraudulent or requires immediate action, we will give notice and a reasonable opportunity to resolve the matter first.
On termination we delete your data in accordance with the Privacy Policy. Sections 6, 7, 11, 13, 14, and 15 survive.
Except as expressly stated in these Terms or an engagement agreement, the service is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
We do not warrant that the service will be uninterrupted or error-free, that any capture will be complete where the source platform does not expose the data, or that any archive or migration will satisfy a particular court, auditor, regulator, or counterparty.
To the maximum extent permitted by law, Ubiquitous LLC and its officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, or business opportunity, arising out of or related to the service, even if advised of the possibility.
Our total liability for any claim arising out of or relating to the service shall not exceed the fees you paid us in the twelve (12) months preceding the event giving rise to the claim, or one hundred US dollars (US$100), whichever is greater.
In particular, and without limiting the above, we are not liable for loss of a delivered bundle or its key once delivered, for the consequences of your disclosure of a bundle to any third party, for the accuracy or completeness of data as it existed in the source platform before capture, or for any decision made by a court, auditor, or regulator about a deliverable.
Nothing in these Terms excludes liability that cannot lawfully be excluded.
You agree to indemnify and hold harmless Ubiquitous LLC and its officers, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of your use of the service, your breach of these Terms, or any claim that you lacked the authority or consent needed to grant us access to the data you connected.
We may update these Terms. When we do, we will revise the effective date above, and where changes are material we will give notice as required by law. Changes do not apply retroactively to an engagement already under way.
These Terms are governed by the laws of the State of Connecticut, USA, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the service shall be resolved in the state or federal courts located in Connecticut, and you consent to the jurisdiction of those courts.
If any provision is held unenforceable, the remainder stays in force. These Terms, together with the Privacy Policy and any engagement agreement between us, are the entire agreement on their subject matter.
Ubiquitous LLC
Email: admin@ubiquitous.llc