Terms of Service

These terms govern your firm's use of Under Seal. They are written to be read: where a term matters to how you work, it says so plainly.

1. Who we are and who these terms bind

1.1 Under Seal is provided by Phronisi, the business that operates underseal.app and phronisi.app, based in Alberta, Canada ("Phronisi", "we", "us"). Where Phronisi's business is carried on through a corporation, that corporation is the contracting party.

1.2 These terms form an agreement between Phronisi and the firm or organization that subscribes to Under Seal ("Customer", "you"). The person who accepts them confirms they have authority to bind the Customer.

1.3 Under Seal is sold to businesses and professional practices for use in their work. It is not offered to consumers.

1.4 If you and Phronisi have signed a master subscription agreement or order form, its terms prevail over these where they conflict. Otherwise these terms, the Refund and Cancellation Policy, the Privacy Policy and your order (the plan, term and price shown on your invoice or checkout) make up the whole agreement.

2. What Under Seal is

2.1 Under Seal is software that finds and removes confidential and personal information from documents and reproduces them as clean copies. It runs in a web browser on the computer where it is used.

2.2 Under Seal is a tool to support professional judgment. It detects information automatically, and automatic detection can miss things or flag things that are not sensitive. Section 9 explains what that means for you.

2.3 Under Seal does not give legal, tax, accounting, privacy or regulatory advice. Where it notes that a law or professional rule "may engage", that is an indication for your own assessment, not a conclusion.

3. Your documents and your data

3.1 Document content stays on your computer. Under Seal opens, processes and rebuilds documents inside the browser on the computer where it is used. Phronisi does not receive, store or have access to the content of your documents, their file names, or anything detected in them.

3.2 What we do receive. To license and meter your subscription, each computer sends our licence service the licence identifier, a random installation identifier, the app version, the allowance period and a count of documents processed. The exact messages are published in the Security Note and can be inspected in the app under "Show what Under Seal sends". We use this information only to provide, meter, bill and support your subscription.

3.3 Billing information. Payments are processed by Stripe. Phronisi receives your billing contact, invoices and payment status, and Stripe customer and subscription identifiers. We do not receive or store card or bank details.

3.4 Vault keys. If you use reversible tokens, the key that maps tokens back to real values is created and stored on your computer and protected by your passphrase. Phronisi cannot see or recover it. If you lose the key or the passphrase, tokenized documents cannot be restored.

3.5 Your files remain yours. You keep all rights in your documents and in the clean copies Under Seal produces. You are responsible for keeping your own copies and backups.

3.6 Our handling of personal information is described in the Privacy Policy. Because Phronisi does not receive or process the content of your documents, no data processing agreement is needed for document content. On request, we will confirm these data practices in writing.

4. Plans, documents and computers

4.1 Plans. Each plan includes a document allowance for each allowance period and a maximum number of computers:

Prices are the same amounts in Canadian dollars for customers billed in CAD and in US dollars for customers billed in USD.

4.2 What counts as a document. A document is one file processed by Under Seal, whatever its length or number of pages. Processing the same file again in the same allowance period does not count again. The bundled sample files never count.

4.3 Allowance periods. On monthly terms the allowance resets at the start of each calendar month. On annual terms the allowance is a single pool of twelve months' documents for each contract year, which you may use in any pattern, for example more heavily in tax season. Periods follow Eastern time (America/Toronto).

4.4 Reaching the allowance. Under Seal warns you as you approach your allowance. When it is reached, processing of new documents pauses until the next period, an upgrade, or a priced increase for the current period. Documents waiting to be processed are not lost.

4.5 Computers. Each computer on which Under Seal is activated uses one of your plan's computer places. A computer that has not checked in for 30 days releases its place automatically and rejoins at its next check-in if a place is free. You may free a place at any time.

4.6 Institution fair use. The Institution plan has no fixed document cap. If use regularly exceeds 5,000 documents a month, averaged over a calendar quarter, or is otherwise substantially more than is reasonable for the size of the Customer's organization, we will discuss an appropriate arrangement with you before taking any other step.

5. Evaluations

5.1 We may offer a private evaluation to qualified firms after a discovery call: up to 5 documents on 1 computer, ending at midnight Eastern time at the end of the day after it is issued (so at least 24 hours), unless we agree otherwise in writing.

5.2 Evaluations are free of charge. They are provided as-is, without the commitments in sections 10 and 14, and end automatically. They do not renew into a paid plan.

6. Fees, billing and taxes

6.1 Fees. Fees are as set out in your order, in Canadian dollars or, where your order is in US dollars, in US dollars. Monthly plans are billed monthly in advance. Annual plans are billed for the full year in advance at the same monthly rate; Enterprise and Institution are offered on annual terms by default.

6.2 Payment. We bill through Stripe by card, pre-authorized debit or bank transfer. Invoices are due on receipt unless your order states otherwise. By providing a payment method for automatic billing, you authorize us to charge it for fees as they fall due.

6.3 Taxes. Fees exclude taxes. We add GST/HST, QST, US state and local sales taxes, or other applicable taxes where required. You are responsible for any withholding or other taxes on your side.

6.4 Increases for the current period. A priced allowance increase for the current period, if you request one, is billed when it is recorded and applies only to that period.

6.5 Late payment and billing grace. If a payment is not received when due, your plan continues for a billing grace of 7 days on monthly terms and 14 days on annual terms, and Under Seal shows a notice in the app from the first day. If payment is still outstanding at the end of the grace, processing of new documents pauses until payment is received; it resumes at the next check-in after payment. We do not charge interest on overdue amounts.

6.6 Price changes. We may change prices for future terms by giving at least 60 days' notice before your next renewal. Prices do not change during a paid term.

6.7 Disputes about an invoice. If you believe an invoice is wrong, tell us within 30 days. We will work with you in good faith, and the undisputed part remains payable. Please contact us before starting a chargeback.

7. Renewal, changes and cancellation

7.1 Renewal. Monthly plans renew each month and annual plans renew each year, on the same plan and terms, until cancelled.

7.2 Upgrades take effect when recorded. We charge the difference for the rest of the current billing period pro rata.

7.3 Downgrades take effect at the next renewal.

7.4 Cancellation. You may cancel a monthly plan at any time, effective at the end of the current month. You may cancel an annual plan with effect at the end of the current contract year by giving notice at least 30 days before the renewal date. Refunds are covered by the Refund and Cancellation Policy.

7.5 After the end of a plan. When a plan ends, Under Seal stops processing new documents on your computers at their next check-in. Clean copies you have already made, and documents on your computers, are unaffected.

8. Licence and acceptable use

8.1 Licence. Subject to these terms and payment of fees, we grant the Customer a non-exclusive, non-transferable licence, for the term of its plan, to use Under Seal on up to its plan's number of computers, for the Customer's internal business purposes, including processing documents of its clients.

8.2 You must not:

• modify, reverse engineer or interfere with Under Seal's licensing or metering, or share an activation code outside the Customer's organization;
• resell, sublicense or provide Under Seal as a service to third parties;
• use Under Seal to process information you have no right to process, or in breach of law or of a professional obligation; or
• attempt to send document content to our licence service, or to test or probe our systems without our written permission.

8.3 Usage review. Document counts are recorded centrally from your computers' check-ins. Once a year, or if we have reasonable grounds to believe use exceeds the plan, we may ask you to confirm your use. If use has exceeded the plan, the parties will agree the appropriate plan or fees going forward. We do not charge retroactively for past use, except where the plan's limits were deliberately circumvented, in which case the excess is billed at the plan rates that would have applied.

9. Your professional responsibility

9.1 Under Seal finds most confidential information automatically, but no automated tool finds everything. Scanned pages without a text layer, handwriting, images and information that is identifying only in context can be missed, and Under Seal flags image-only pages rather than processing them.

9.2 You remain responsible for reviewing each clean copy before you share it, and for decisions about what you disclose, to whom and under what conditions, including your obligations of confidentiality and privilege, under privacy law and under your professional codes. The certificate Under Seal produces records the reviewer for this reason.

9.3 You are responsible for your use of any third party, including any AI service, to which you send clean copies, and for that third party's terms.

10. Availability, offline use and support

10.1 Because processing happens on your computer, Under Seal keeps working when our licence service or your internet connection is unavailable, for an offline period of 7 days on monthly terms and 14 days on annual terms after each computer's last check-in. After that, processing of new documents pauses until the computer can check in.

10.2 We will use commercially reasonable efforts to keep the licence service available and to correct reproducible defects. Support is by email at support@underseal.app on business days, 9 a.m. to 5 p.m. Mountain time. We aim to respond within one business day, and on the same business day to a problem that stops your firm processing documents.

10.3 We may update Under Seal from time to time, including its detection rules. We will not materially reduce the core functionality of your plan during a paid term.

11. Suspension and termination

11.1 We may suspend a licence, with notice where practicable, if fees remain unpaid after the billing grace, if use threatens the security or integrity of the service, or if we reasonably believe these terms are being breached. Suspension takes effect at each computer's next check-in.

11.2 Either party may terminate the agreement on written notice if the other materially breaches it and does not cure the breach within 30 days of being notified, or if the other becomes insolvent.

11.3 Sections 3.5, 6 (for amounts due), 12, 13, 14, 15, 16 and 18 survive the end of the agreement.

12. Intellectual property and feedback

12.1 Phronisi and its licensors own Under Seal, including its software, detection rules, design and documentation. No rights are granted except as set out in these terms.

12.2 If you give us suggestions or feedback, we may use them without obligation to you.

13. Confidentiality

13.1 Each party will keep confidential the other's non-public business information that it receives under this agreement, and use it only for the purposes of this agreement. This does not apply to information that is or becomes public through no fault of the recipient, was already known to it, is independently developed, or must be disclosed by law (with notice where lawful).

14. Warranties and disclaimers

14.1 We warrant that, during a paid term, Under Seal will perform substantially as described in its documentation. If it does not, and we cannot correct the problem within a reasonable time after you report it, you may terminate the affected plan and receive the refund set out in the Refund and Cancellation Policy. That is your exclusive remedy for breach of this warranty.

14.2 Except as stated in section 14.1, and to the fullest extent permitted by law, Under Seal is provided "as is". We do not warrant that it will detect all confidential or personal information, that it will be error-free or uninterrupted, or that its output will meet any legal or professional requirement. To the extent permitted by law, all implied warranties and conditions, including of merchantable quality and fitness for a particular purpose, are excluded.

15. Limitation of liability

15.1 Neither party is liable for indirect, incidental, special or consequential losses, or for loss of profits, revenue, goodwill or data, arising out of this agreement, even if advised of the possibility.

15.2 Each party's total liability arising out of or relating to this agreement is limited to the fees paid and payable by the Customer under it in the 12 months before the event giving rise to the claim.

15.3 These limits do not apply to the Customer's obligation to pay fees, to a party's indemnity obligations under section 16, or to liability that cannot be limited by law.

16. Indemnities

16.1 By Phronisi. We will defend the Customer against a third-party claim that Under Seal, as provided by us, infringes that party's intellectual property rights, and pay damages finally awarded or agreed in settlement, provided the Customer notifies us promptly, lets us control the defence and cooperates. We may modify Under Seal, obtain a licence, or end the affected plan with a pro rata refund of prepaid fees.

16.2 By the Customer. The Customer will defend Phronisi against a third-party claim arising from the documents it processes, its disclosure or use of clean copies, or its breach of section 8, on the same conditions.

17. Changes to these terms

17.1 We may update these terms. We will give at least 30 days' notice of material changes by email to your billing contact and in the app. Changes apply from your next renewal unless they are required by law or are in your favour. If you object, you may cancel with effect at the end of your current term.

18. General

18.1 Governing law. This agreement is governed by the laws of the Province of Alberta and the federal laws of Canada that apply there. The courts of Alberta, sitting in Calgary, have exclusive jurisdiction.

18.2 Language. The parties have expressly required that this agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais. If the Customer is located in Québec, we provide a French version of these terms before the Customer subscribes, and the Customer may then choose to be bound by this English version.

18.3 Notices to Phronisi go to support@underseal.app; notices to the Customer go to its billing contact. Notices by email take effect when sent, unless the sender receives a delivery failure.

18.4 Neither party may assign this agreement without the other's consent, except to a successor of all or substantially all of its business. Neither party is liable for delay caused by events beyond its reasonable control. If any provision is unenforceable, the rest remains in effect. A waiver must be in writing.

Last updated: 9 October 2026. Contact: support@underseal.app.