01Agreement to these terms
These Terms of Service ("Terms") govern your access to and use of the CellGuard verification service and the CellDelta website (together, the "Service"), provided by Krzysztof Dalewski, trading as CellDelta, ul. Capri 4/18, 02‑762 Warsaw, Poland (NIP 5214160761). By accessing or using the Service you agree to these Terms. If you use it on behalf of an organisation, you confirm you are authorised to bind that organisation. Where a signed agreement (such as an enterprise order form or DPA) exists between us, that agreement prevails over these Terms to the extent of any conflict.
02What CellGuard is
CellGuard is an independent, deterministic validator for edits to spreadsheet-based financial models. Given a proposed edit (or a workbook), it applies named, versioned rules and returns a verdict — block, flag or pass — with a reason and a tamper-evident record. It is offered as a pre-write check your own AI agent calls before it writes, as an edit-level no-file check, and as a post-hoc review beside an assistant. It never runs the model that proposed the edit.
03Scope & limitations — please read
- CellGuard does not opine on business-logic or semantic correctness (for example, whether a figure should be gross or net). That judgement remains with you.
- Verdicts are deterministic control outputs intended to inform a human reviewer. They do not approve, sign off, or substitute for your own review, controls or professional judgement.
- The Service is not financial, accounting, audit, tax or legal advice, and using it does not create any such professional relationship.
- Any performance figures we publish (for example, a measured false-positive signal) are signals on specific samples, not benchmarks or guarantees; results in your environment may differ.
- Enforcement depends on the surface: a true pre-write gate exists only where your agent runtime supports it (for example, a pre-tool hook); in chat assistants and review surfaces, CellGuard surfaces a verdict but cannot itself prevent a write.
04Your responsibilities
You are solely responsible for your models, data, figures, filings and decisions, and for any reliance you place on a verdict. You must maintain your own review and controls appropriate to the risk, and must not treat a CellGuard verdict as a replacement for them. You are responsible for the lawful use of any third-party AI assistant you connect to the Service and for your compliance with that provider's terms.
05Acceptable use
You agree not to:
- reverse engineer, decompile or attempt to derive the non-public detection logic of the rules, except to the extent this restriction is prohibited by law;
- probe, evade, poison or attempt to defeat the verification, or use it to build a competing product;
- disrupt or overload the Service, circumvent access controls, or access another tenant's data;
- use the Service unlawfully, or to process content you have no right to process.
06Accounts & access
Where the Service requires an account or credentials, you are responsible for keeping them secure and for activity under them. Notify us promptly of any unauthorised use. We may suspend or limit access to protect the Service and other customers, or to address a breach of these Terms.
07Plans & fees
Parts of the Service may be offered free of charge; paid plans (for teams and enterprises) are described at sign-up or in an order form, which sets out fees, billing terms and any trial conditions. Unless stated otherwise, fees are exclusive of taxes, for which you are responsible.
08Intellectual property
CellDelta and its licensors own the Service, the software, the rule catalogue and detection logic, and all related intellectual property. We grant you a limited, non-exclusive, non-transferable right to use the Service in accordance with these Terms. You retain all rights in your own data and models; nothing here transfers ownership of them to us, and you may keep and use the verdicts and evidence records generated for you.
09Your data
Our handling of personal data is described in our Privacy Policy. On the managed service, where you submit a workbook for a full-file check you are the controller of that content and we act as your processor under our Data Processing Agreement (available for enterprise use); in a self-hosted deployment your content does not reach us. In short: CellGuard does not run a language model, does not send your spreadsheets to any AI provider, and does not train on your data. Workbooks submitted for a full-file check are processed to produce a verdict and then deleted.
10Warranty disclaimer
To the maximum extent permitted by law, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that it will detect any particular error or prevent any particular outcome. Some jurisdictions do not allow certain exclusions, so parts of the above may not apply to you.
11Limitation of liability
To the maximum extent permitted by law, CellDelta will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data or goodwill, or for any decision made or action taken (or not taken) in reliance on a verdict. Our total aggregate liability arising out of or relating to the Service will not exceed the greater of the fees you paid for the Service in the twelve months before the event giving rise to the claim, or EUR 100. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law — including, under Polish law, liability for damage caused intentionally (Art. 473 §2 of the Civil Code), as well as for fraud, or for death or personal injury caused by negligence.
12Indemnification
You agree to indemnify and hold harmless CellDelta from claims, losses and expenses (including reasonable legal fees) arising from your misuse of the Service, your breach of these Terms, or your violation of law or the rights of a third party.
13Term & termination
These Terms apply while you use the Service. You may stop using it at any time. We may suspend or terminate access for breach of these Terms, to comply with law, or to protect the Service. Provisions that by their nature should survive termination — including intellectual property, disclaimers, limitation of liability, indemnification and governing law — will survive.
14Governing law & disputes
These Terms are governed by the law of Poland, without regard to its conflict-of-laws rules. The courts competent for the seat of the provider (Warsaw, Poland) have jurisdiction, except where mandatory consumer-protection law gives you the right to bring proceedings elsewhere. Nothing here limits any non-waivable statutory rights you may have.
15Confidentiality
Each party may receive the other's non-public information — on our side, the non-public detection logic and rule methods; on yours, your models and data. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisers who need it and are under similar obligations, or where disclosure is required by law. These duties do not apply to information that is or becomes public through no fault of the receiving party, or that was lawfully known or independently developed.
16General
- Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
- Assignment. You may not assign these Terms without our consent; we may assign them to an affiliate or successor (for example, on incorporation or a reorganisation of the business), on notice.
- Severability. If any provision is unenforceable, the rest remains in effect and that provision applies to the maximum extent permitted.
- No waiver. A failure to enforce a provision is not a waiver of it.
- Entire agreement. These Terms, with any order form, DPA or policy referenced here, are the entire agreement between us on their subject matter.
- Notices. Legal notices to us may be sent to [email protected]; we may give notice to you by email or in-product.
17Changes & contact
We may update these Terms as the Service evolves; material changes will be posted here with a new "last updated" date, and your continued use after they take effect constitutes acceptance. Questions:
Krzysztof Dalewski (CellDelta)
ul. Capri 4/18, 02‑762 Warsaw, Poland
NIP 5214160761 · REGON 544460460
[email protected]