GaussBook Terms of Service & Clearinghouse Operating Rules

Clearinghouse Role & Non-Custodial Scope

GaussBook operates a blinded inter-company Accounts Payable (AP) and Accounts Receivable (AR) graph discovery and mathematical debt-clearing platform. Participating businesses (“Participants”) connect their accounting ERP systems or upload blinded aging schedules to identify closed directed cycles of trade payables (A owes B → B owes C → C owes A) and extinguish the common bottleneck amount (Δ_C = min w(e)) across every participating balance sheet simultaneously.

FinCEN 31 CFR § 1010.100(ff)(5) Regulatory Status ($0.00 Custody)

GaussBook is strictly a non-custodial clearing and bookkeeping message protocol. At no time does GaussBook accept, hold, custody, pool, or transmit currency, bank wires, ACH debits, or funds of any kind on behalf of any Participant ($0.00 principal debt custody). Pursuant to 31 CFR § 1010.100(ff)(5)(ii), GaussBook operates exclusively as a clearing and settlement data processor providing cryptographic calculation, formal verification, and double-entry ERP bookkeeping writeback instructions.

U.S. GAAP ASC 405-20-40-1 & UCC § 9-406 Multilateral Novation

Participants acknowledge that U.S. GAAP ASC 210-20-45-1 restricts unilateral balance-sheet offsetting to two-party bilateral relationships. Accordingly, GaussBook never performs unilateral presentation offsetting. Instead, every multi-party clearing cycle is executed as a binding Multilateral Contractual Release and Novation Agreement under U.S. GAAP ASC 405-20-40-1b (Extinguishments of Liabilities) and Uniform Commercial Code (UCC) § 9-406:

• Each Participant in a verified cycle C irrevocably discharges its downstream debtor by the exact cycle bottleneck Δ_C in direct consideration of its upstream creditor discharging the Participant’s own payable by the identical amount Δ_C.
• Every cleared cycle reduces each Participant’s Accounts Payable and Accounts Receivable by the exact same integer cent amount (ΔAP_i = ΔAR_i), leaving Net Equity (AR_i − AP_i) 100.00% invariant.
• Any residual invoice balance (w(e) − Δ_C > 0) remains in full legal force and is settled via normal commercial payment terms.

Bilateral Circuit-PSI Attestation & Undisputed Invoice Eligibility

An invoice edge e = (u, v) is eligible for multilateral clearing only if: (a) both Debtor u and Creditor v have attested to the reconciled integer-cent obligation via bilateral Circuit-PSI handshake, (b) the invoice is marked undisputed = true, and (c) both parties have granted novation consent (novation_consented = true). Any disputed or unconfirmed invoice is automatically quarantined and excluded prior to cycle computation.

Microsoft Z3 Formal Mathematical Verification Gate

Prior to minting an Ed25519-signed ASC 405-20-40-1 Novation Certificate or dispatching any ERP writeback payload, GaussBook’s verification engine submits the proposed clearing vector to the Microsoft Z3 SMT-LIB2 Theorem Prover over exact 64-bit integers. Clearing execution is hardware-gated on all five (5) formal theorems returning UNSAT (zero counterexamples exist):

• Theorem #1 (Flow Conservation & Net Equity Invariance): ∀i: Σ f(i,j) = Σ f(k,i).
• Theorem #2 (ASC 405-20-40-1 Legal Extinguishment Eligibility): f(e) > 0 ⇒ undisputed(e) ∧ novation_consented(e).
• Theorem #3 (Strict Edge Capacity & No Over-Clearing): ∀e: 0 ≤ f(e) ≤ w(e).
• Theorem #4 (Strictly Positive Clearing Yield): Σ f(e) > 0 for nontrivial strongly connected components.
• Theorem #5 (Zero-Cash Solvency & Monotonic Liability Reduction): ∀i: AP_after(i) ≤ AP_before(i) with $0.00 external cash injection.

ERP OAuth 2.0 Read-Only & Idempotent Writeback Authorization

When connecting Intuit QuickBooks Online, Xero, Oracle NetSuite, or Stripe Invoicing via OAuth 2.0, Participants grant GaussBook least-privilege access to read open trade invoices/bills and, upon verified cycle execution, to post balanced CreditMemo and JournalEntry records to the GaussBook Clearing Wash Account (Acct #2190). Every writeback request carries a deterministic SHA-256 idempotency key (SHA256(certificate_id || edge_id || amount_cents)) so network retries can never cause a duplicate ledger deduction. Participants may revoke OAuth 2.0 access at any time via POST /v1/erp/oauth/{provider}/disconnect or the Privacy Policy page.

Non-Custodial 1.00% (100 bps) Clearing Success Fee

GaussBook charges $0.00 in monthly platform subscriptions and $0.00 for graph discovery when no circular loops clear. When a verified multilateral clearing cycle is executed, each participating business is billed a flat 1.00% (100 basis points) success fee calculated solely on the gross Accounts Payable actually extinguished with $0.00 of bank cash, as documented in the 1.00% Clearing Fee & Treasury Savings Statement.

Intellectual Property & Patent Notice (U.S. Patent Pending (USPTO App. No. 64/194,062 · Docket GAUSSBOOK-PROV-001))

The GaussBook blinded inter-company graph discovery protocol, maturity-weighted cycle circulation solver, Microsoft Z3 formal verification gate, 2-edge SHA-256 Merkle boundary proof generator, and idempotent multi-ERP writeback architecture are protected by U.S. Patent Pending (USPTO App. No. 64/194,062 · Docket GAUSSBOOK-PROV-001). All Ed25519-signed ASC 405-20-40-1 certificates and CPA audit packets may be freely retained, printed, and shared with a Participant’s external CPA auditors, tax advisors, lenders, and regulatory examiners.

Limitation of Liability & Dispute Governance

Because GaussBook never takes custody of funds and only executes clearing cycles that satisfy all five Microsoft Z3 formal invariants over mutually attested invoices, GaussBook’s aggregate liability for any claim arising out of a clearing cycle shall not exceed the 1.00% clearing fee paid by the Participant for that specific clearing cycle. Any underlying commercial warranty, delivery, or quality dispute between a Debtor and Creditor outside the novated bottleneck amount remains governed by their bilateral purchase contract.