For QuickBooks Online, QuickBooks Online Accountant, and QuickBooks Online Payroll, QuickBooks Business Account and QuickBooks Time in UK
Thank you for selecting the Services offered by Intuit Limited and/or its subsidiaries and affiliates (referred to as “Intuit”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Intuit. By accepting electronically (for example, clicking “I Agree”), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.
If you are an individual located in the European Economic Area (“EEA”) who is accessing or using Intuit services, sites, products, mobile applications, desktop applications, or software directed to the EEA (collectively, “Services”) your relationship is with Intuit Ltd. (referred to as “Intuit”, “we”, “our”, or “us”). If you are located outside of the EEA please go here to find out more about the Intuit entity that your relationship is with and the governing law.
A. GENERAL TERMS
This Agreement describes the terms governing your use of the Intuit Services. It includes by reference:
- Intuit’s Privacy Statement
- Additional Terms and Conditions, which may include those from third parties.
- Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.
You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:
- You can form a binding contract with Intuit;
- You are not a person who is prohibited from receiving the Services under the laws of the United States, England, Wales, or any other applicable jurisdiction; and
- You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.
2. YOUR RIGHTS TO USE THE SERVICES.
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Intuit. Intuit reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Provide access to or give any part of the Services to any unauthorized third party.
- Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
- Make the Services available on any file-sharing or application hosting service.
For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless Intuit or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
- Payments will be billed to you by Intuit in pounds sterling (£), U.S. Dollars, or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT and GST) as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
- You must pay with one of the following:
- A valid credit card acceptable to Intuit;
- A valid debit card acceptable to Intuit;
- Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
- By another payment option Intuit provides to you in writing.
- If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse your use of the Services.
- If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
- Intuit will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
- Additional cancellation or renewal terms may be provided to you on the website for the Services.
- In the event that any payments, price and/or amount payable by you to Intuit is subject to (i) any withholding or similar tax; or (ii) any tax (including without limitation VAT and GST) or other tax or levy not collected by Intuit; or (iii) any other tax or other government levy of whatever nature, the full amount of that tax or levy shall be solely your responsibility, and shall not reduce the amount to which Intuit is entitled under this Agreement. You agree to indemnify and hold Intuit harmless against any and all claims by any competent tax authority related to any such withholding or similar taxes, and any penalties and/or interest thereon.
4. USE WITH YOUR MOBILE DEVICE.
Use of these Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
- THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
- ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
- ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5. DATA PROCESSING AND PRIVACY.
5.1. Data Processing and Privacy (All Services except Payroll Services and QB Time). Except as described in Section 5.2: (a) Intuit is the controller of the personal information it processes about you when you use the Services and (b) You acknowledge that Intuit will process your personal information as described in our Privacy Statement when you use our Services.
5.2 Data Processing and Privacy (Payroll and QB Time). If you use our Payroll Services and/or QB Time, you will be the controller of the personal information that we process on your behalf and we will process that personal information as a processor in accordance with our Payroll Data Processing Agreement available here and our QuickBooks Time Data Processing Agreement available here.
6.1 You are responsible for your content. You are responsible for all materials, data, and personal information (“Content”) uploaded, posted or stored through your use of the Services. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Intuit is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
- Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
- Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
- Except as permitted by Intuit in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
- Virus, trojan horse, worm or other disruptive or harmful software or data; and
- Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
6.2 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public (“Community Forum”). Intuit does not support and is not responsible for the content in these Community Forums. Please use respect when you interact with other users in a Community Forum. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which Intuit is not responsible.
6.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way.
6.4 Intuit may monitor your Content. Intuit may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7. ADDITIONAL TERMS
7.1 Intuit does not give professional advice. Unless specifically included with the Services, Intuit is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
7.2 We may tell you about other Intuit services. You may be offered other services, products, or promotions by Intuit (other “Intuit Services”). Additional terms and conditions and fees may apply. With some Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.
7.3 Communications. Intuit may be required by law to send you communications about the Services or third party products. You agree that Intuit may send these communications to you via email or by posting them on our websites.
7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Intuit if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
8. DISCLAIMER OF WARRANTIES
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,“SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ENGLAND AND WALES ANY IMPLIED WARRANTIES IN RESPECT TO THE SERVICES, SOFTWARE, AND CONTENT ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
8.2 INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
9. LIMITATION OF LIABILITY AND INDEMNITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF ENGLAND AND WALES AND FOR THE AVOIDANCE OF DOUBT INTUIT DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.
You agree to indemnify and hold Intuit and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.
We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
Intuit may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit’s rights to any payments due to it. Intuit may terminate a free account at any time. Sections 2.2, 3 through 16 will survive and remain in effect even if the Agreement is terminated.
12. EXPORT AND TRADE RESTRICTIONS.
You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you and your personnel who use the Services are not prohibited from receiving the Services under the laws of the United States, England, Wales, or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or the United Kingdom HM Treasury Financial Sanctions List, or are subject to any other similar prohibition. You will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
13. GOVERNING LAW AND JURISDICTION.
This Agreement will be governed by the laws of England and Wales, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Intuit’s or its Suppliers’ intellectual property rights may cause Intuit irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Intuit shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Intuit’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales and you agree that you will procure that any third party making a claim against Intuit arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.
Intuit does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Intuit prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.
14. COMPLIANCE WITH PRESERVATION ORDERS.
We may preserve data where and to the extent required for compliance and with any order or notice, whether issued to Intuit or to you, and whether issued by any court, tribunal, regulatory authority, arbitral tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information documents or Content (a “Preservation Order”). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.
This Agreement, including the Additional Terms below, is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Intuit or © a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Intuit via an email to: firstname.lastname@example.org.
B. ADDITIONAL TERMS AND CONDITIONS FOR QUICKBOOKS ONLINE, QUICKBOOKS ONLINE ACCOUNTANT QUICKBOOKS SELF-EMPLOYED, QUICKBOOKS ONLINE PAYROLL AND QUICKBOOKS TIME
Your use of the following Services provided by Intuit are subject to the General Terms of Service above and these Additional Terms and Conditions. These Additional Terms and Conditions will prevail over any conflict or inconsistency with the General Terms of Service.
Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:
- 1.1. QuickBooks Online. QuickBooks Online (“QBO”) is an online solution for businesses to perform accounting and business tasks through an online account (each a “QBO Account”). Each QBO Account may only be used to support one business.
- 1.2. QuickBooks Online Accountant. QuickBooks Online Accountant (“QBOA”) is an online solution for accountants, bookkeepers and other individuals or entities that provide accounting and other financial services to their clients. If you register for QBOA, you will be able to create and access new and existing QBO Accounts of your clients. QBOA also provides you with professional tools and access to our QuickBooks ProAdvisor Program, which is subject to separate terms and conditions.
- 1.3. QuickBooks Self-Employed Service. QuickBooks Self-Employed Service (“QBSE”) is an online or mobile solution for the self-employed to manage and categorize their personal and business finances through an online account (each a “QBSE Account”). Each QBSE Account may only be used to support one self-employed individual.
- 1.4. Payroll Services. Subscription services offering online payroll solutions for businesses (the “Payroll Services”).
- 1.5 QuickBooks Time. QuickBooks Time ("QB Time") is a mobile app or Internet-based service which permits the processing, retrieval, and transmission of transaction data submitted by you through an online account ("QB Time Account") pursuant to the terms of this Agreement and the QuickBooks Time Data Processing Agreement. Each QB Time Account may only be used to support one business.
- 1.6. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator’s (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.
2.1. Types of Users.
The Services allow the following types of access and user rights: When you initially register for and create an account for a Service, you are, or a party that you authorize is, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same account (“Additional Users”). The number of Additional Users may be limited based upon the subscription you purchase. Additional Users may include, for example, your employees, accountant, contractors, agents, and clients. You may be referred to in this Agreement as “you”, “your”, or “User”, or you may be referred to specifically in your applicable role as an Additional User or an Administrator. All Users will be required to accept this Agreement before accessing the Services. With respect to QBOA or each QBO or QB Time Account you access, you agree to these terms as an Administrator or an Additional User, as applicable. As any User of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.
2.2. For Administrators.
As an Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that Additional Users are Intuit customers, but that you are responsible for your Additional Users’ access to the Services, provided, however, any employee that you only grant access to the QuickBooks Online Payroll Service for purposes of viewing their paystubs shall not be considered an Intuit customer. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, copy, or view the Content and data accessible in your account and add charges to the subscription. As Administrator, you are responsible for the access to the Services you grant to Additional Users. If you choose to close or terminate your access to a Service or delete all of the data in a QBO account, Additional Users will no longer be able to access such Service or any of the Content within such Service. You agree to provide sufficient notice to Additional Users or persons the data is about regarding your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator’s or any Additional User’s access to the Services. If you are a user of our Payroll Services or QB Time, you may be required to contact the Master Administrator of your account to control certain aspects of your personal information in accordance with our Data Processing Agreement and QuickBooks Time Processing Agreement.
2.3. For Additional Users.
As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access or the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other User’s Content and data. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users of the same account.
3.1. Payment for Services.
The Services are licensed on a monthly or yearly subscription basis to the User that pays for the Service. As the Administrator, you may choose whether you or another User pays for the license. Please review all of the details of the subscription that you purchase; some subscriptions provide access to one Service and others provide access to more than one Service.
3.2. Subscription Cancellation.
The Administrator may notify us if he or she wants to cancel the subscription prior the beginning of the new subscription period. In the event that Intuit is unable to charge a User’s chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, Intuit has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as Intuit is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.
4. ACCOUNT FEATURES.
4.1. Trial Version.
If you registered for a trial use of the Services, you will have access to the Services for the specified period of the trial (“Trial Period”). You must decide to purchase a license to the Services within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period. If you do not purchase a license to the Services by the end of the Trial Period, you will not be able to access or retrieve any of the data or Content you added to or created with the Services during the trial.
4.2. Beta Features.
From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.
5. PERSONAL INFORMATION.
5.1. The terms “Controller,” “Processor,” “data subject,” “personal data (also referred to as Personal Information in the Agreement)” and “processing” (and “process”) shall have the meanings given in the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation).
5.2. Our Role.
- If you are a user of our Payroll Services and/or QB Time, we are a Processor of the Personal Information we process on your behalf through the Services. Our processing of such Personal Information is governed by our Data Processing Agreement and our QuickBooks Time Data Processing Agreement, which are incorporated herein by reference.
5.3. Personal Information.
You represent and warrant to us that:
- You will provide appropriate notice and have obtained (or will obtain) all consents and rights necessary for us to Process the Personal Information in accordance with this Agreement and our Privacy Statement;
- If you are providing Personal Information to us that is not personal to you, you agree that you have either provided the data subject notice or received permission from the data subject and have the appropriate legal basis, as required by applicable law, for us to: (a) use, and/or disclose the personal information in accordance with our Privacy Statement, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, pursuant to our Privacy Statement, © provide the Personal Information to Third Party Products that you approve, and (d) otherwise use and disclose the personal information in accordance with this Agreement; and
- If there is any discrepancy between this Agreement and the Intuit Privacy Statement with respect the collection, use, and/or disclosure of the personal information, the Privacy Statement will control. You further acknowledge and agree that Intuit may provide data in your account to any Additional Users to which that data is applicable or personal to.
5.4. Public Content.
As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other Users, other Intuit customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User’s Account Content, you understand and agree that the Account Content is being provided by the User, and not Intuit, for information and guidance purposes only, and Intuit and such User are not responsible in any way for your use the Account Content.
5.5. Telephone numbers.
You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Intuit may use your telephone number for “multi-factor authentication” (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Intuit sending text messages containing security codes to your telephone number. You agree to receive these texts from Intuit containing security codes as part of the MFA process. In addition, you agree that Intuit may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. Additionally, Intuit may use your telephone number to contact you about special offers or other Intuit or third party products or services unless you opt out of such marketing. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to Intuit (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).
6. OTHER PRODUCTS AND SERVICES.
6.2. Third Party Products.
By using these Services, you agree that we may market to you or offer you access to products or services from third parties (“Third Party Products”). If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. Intuit is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. You agree that the providers of the Third Party Products, and not Intuit, are solely responsible for their own actions or inactions. Intuit is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of Intuit or any other party or in furtherance of criminal, fraudulent or other unlawful activity.
6.2. Data Transfer Service.
- We may provide you with the opportunity to transfer your account Content from the Services to certain supported online Third Party Products or other online Intuit services (the “Ancillary Services”) that you sign up for or use in connection with the Services (the “Data Transfer Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Transfer Service. In order to access a Third Party Product or an Ancillary Service on your behalf to provide the Data Transfer Service, you may need to provide us with your account number, password, security questions and answers, and any other necessary log in information from time to time (“Login Details”). We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Transfer Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Intuit and you expressly appoint Intuit as your, or the third party who owns the Login Details’, agent with limited power of attorney to access any Third Party Products or Ancillary Services on your behalf. With respect to each Data Transfer Service, you grant Intuit the right to transfer data to the Third Party Product or Ancillary Service, and to reformat and manipulate the data as reasonably necessary for the data to function with such product or service. After the transfer occurs, the original data and Content will remain in the Services unless we disclose to you otherwise.
- You agree that you will (a) review and comply with all Third Party Product or Ancillary Service terms and conditions before you access the Data Transfer Service, and (b) not use the Data Transfer Service in any manner that would infringe or violate the rights of Intuit or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. We do not guarantee that you will be able to use the Data Transfer Service with any specific products or services. You will only have access to the Data Transfer Services during the period for which you have paid for a subscription. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay the overall performance of the Data Transfer Service.
6.3. Data Receipt Service.
- We may provide you with the opportunity to transfer certain data from a Third Party Product or an Ancillary Service to these Services (the “Data Receipt Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Receipt Service. In order to access a Third Party Product or an Ancillary Service on your behalf, you may need to provide us with your Login Details. You hereby represent that you have the authority to provide the Login Details to Intuit and you expressly appoint Intuit as your, or the third party who owns the Login Details’, agent with limited power of attorney to access any Third Party Products or Ancillary Services and retrieve data on your behalf. With respect to each Data Receipt Service, you grant Intuit the right to transfer data to the Services, and to reformat and manipulate your data as reasonably necessary for the data to function with the Services. After the transfer occurs, your original data and Content may not remain in the Third Party Product or the Ancillary Services; please review the terms of those products and services to confirm.
- You agree that you will (i) review and comply with all Third Party Product and Ancillary Service terms and conditions before you access the Data Receipt Services, and (ii) not use the Data Receipt Services in any manner that would infringe or violate the rights of Intuit or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. In the event that any Third Party Product charges for access to data, you agree that you are responsible for any fees due and owing. You agree that the providers of the Third Party Products, and not Intuit, are solely responsible for their own actions or inactions. Intuit is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products.
6.4. Service Providers.
We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share your data or Content with such Service Provider.
7. COMMUNICATION SERVICES.
We may provide you with the opportunity to communicate with other Users within the Services, or with other third parties through the Services (“Communication Services”). You may choose whether or not you would like to use the Communication Services. You agree that you have received permission to communicate with any third parties who are not Users through the Communication Services, and that such third parties have agreed to Intuit’s use and disclosure of data available in the Communication Services in accordance with this Agreement. Users who you communicate with may have access in the future to the data provided through the Communication Services, and you may not have the ability to restrict that access. Intuit’s systems may extract certain data (e.g., numbers, names, or attachments) from the Communication Services and provide it to you in other parts of the Services.
8. QUICKBOOKS ONLINE PAYROLL.
If you elect to enroll with the Payroll Services, the following additional terms apply.
- User. These terms apply to all Payroll Service users, including Additional Client Users as described below.
- Additional Client User. You may use Payroll Services for your own business or for the benefit of your clients as Additional Users (each an “Additional Client User”). If you are using Payroll Services as the agent of your Additional Client Users, you warrant that you have obtained all necessary and proper rights and authorizations from your client to:
- act as their agent in authorizing and using Payroll Services on your client’s behalf, and accept all liability arising from using Payroll Services as your client’s agent; and
- allow Intuit to provide the Payroll Service.
8.2. General Terms.
- Subscription Payroll Services, Restrictions, and Responsibility for Payment.
- You must purchase a separate Payroll Service subscription for your own business and each Additional Client User you support. Please review all of the details of the Payroll Service subscription that you purchase; each subscription type is distinct and may provide access to different features.
- When you enroll in a Payroll Service subscription and pay the applicable fees, Intuit grants you a limited non-exclusive, non-transferable license to use the Payroll Service subscription in the United Kingdom and you acknowledge that the Service is only suitable in relation to legislation of the United Kingdom. Should the Payroll Service be accessed and used from outside the United Kingdom it is your responsibility to ensure that your access to and use of the Service complies with local law requirements. Your use of Payroll Services: (a) is governed by the latest version of the terms and conditions for Payroll Services, and (b) constitutes your acceptance of those terms and conditions. You acknowledge and agree that Intuit cannot represent you in tax matters or, except as authorized by section 8.3, file and pay taxes on your behalf.
- You are responsible for payment of all fees and amounts: (a) due for each Payroll Service subscription, or (b) payable to any 3rd party on your behalf as agreed by a Payroll Service subscription, including those arising from or related to Additional Client Users subscriptions. You may have the option of causing an Additional Client User to be liable for any fees and amounts payable, if you: (x) give the Additional Client User access to the Payroll Service, and (y) require the Additional Client User to sign into the Payroll Service subscription, create a username and password, and agree to this Agreement. Intuit will have no responsibility for requesting that any Additional Client User sign into the Service or agree to this Agreement. You acknowledge and agree that if an Additional Client User does not accept this Agreement or if Intuit is not able to collect amounts from an Additional Client User for any reason, you, as the service provider are responsible for paying Intuit all amounts owed by the Additional Client User. We reserve all rights, including termination of this Agreement for you or any/all Additional Client Users, discontinuation of Payroll Services, in whole or in part in our sole discretion, and avail ourselves of any other available remedy. This Section will, to the extent applicable, survive the termination of this Agreement.
- Intuit will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply. In the event that Intuit becomes aware of any tax agency information that is inaccurate, Intuit reserves the right to input the correct information. Intuit will not be liable in any way if Payroll Services cannot be performed completely or accurately because of anything not reasonably within our control, including problems with the Internet or inaccurate or incomplete information you provide to us. If any Intuit error occurs in performing Payroll Services, our only responsibility will be to make the correct payment or file the correct report and pay any resulting tax interest or penalty. In no event will we be liable for any indirect, special or consequential damages. If these remedies fail of their essential purpose, Intuit’s maximum liability will equal the fees you have paid to Intuit for the applicable Service subscription.
- DISCLAIMER. YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING RESULTS FROM USE OF THE PAYROLL SERVICE. INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
8.3. Electronic Filing of Payroll.
In order to access the electronic filing of payroll service, you must have a valid account with HMRC (or any other relevant tax/revenue authority) and a login for the PAYE online services. You need to enter your PAYE Online login details in your QuickBooks Online Payroll when you send filings to HMRC each time you submit your payroll.
- If you choose to file your payroll electronically, your payroll will be forwarded to Intuit’s Electronic Filing Center where Intuit will convert the information to a standardized format and transmit it to the applicable authority (“Payroll Transaction”). You are responsible for verifying the status of your Payroll Transaction including receipt and acceptance by the applicable authority, and if necessary, for filing your payroll manually in the event the authority rejects your Payroll Transaction for any reason. By using Payroll Services, you consent to the disclosure of all information pertaining to your Payroll Transaction to HMRC or any other tax/revenue authority. Using the system to prepare and submit your Payroll Transaction to taxing authorities is subject to availability.
- You agree to print and save a copy of your Payroll Transaction for your records. Except to the extent required by law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit.
- You authorize Intuit and its agents (if applicable) to send Payroll Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority.
- If you elect to use the Autofiling feature you authorize Intuit to automatically send your Payroll Transactions to HMRC each time you submit your payroll.
8.4 Setup Payroll Services.
If Intuit provides you with Setup Payroll Services and support services on the Payroll Services the following additional terms will apply:
- Setup and Support Information. To enable you to more rapidly begin utilizing QuickBooks Online Payroll and obtain support services when needed you agree to provide Intuit with all information necessary to enable Intuit to establish your subscription and support you in the use of the Product. (collectively, “Setup and Support Information”).
- Intuit will suggest the most accurate and rapid method for completing your Setup Payroll Services from the following options:
- Establishing Intuit as an authorized user of your existing payroll service offering with unique login credential and limited access rights to the records necessary to enable the Setup Payroll Services;
- Providing uninterrupted access to your QuickBooks or non-Intuit financial management software data files, either via upload to Intuit’s FTP site in accordance with Intuit’s instructions or via remote desktop connection access; and
- Responding to Intuit communications and requests for information, and reviewing information provided or prepared by Intuit promptly and reasonably in advance of and during the Setup Service process, notifying Intuit of any errors.
- Representations, Grant of Rights to Intuit. You hereby represent and warrant that you: (a) are the legal owner of the Setup Information, (b) have the necessary rights to grant us the authorizations to act on behalf of you or your business, (c) hereby authorize government agencies to disclose your confidential information to us, (d) as the business owner, remain solely liable to compliance with applicable laws and regulations regarding your business, and (e) are responsible for ensuring that the grant of these rights is permissible under the terms of any applicable agreements. You acknowledge and agree that we do not provide any advice or recommendation relating to government registration, and that we are relying on information you provide to us.
- Information Verification. Intuit will reasonably ensure the accuracy of information received, but cannot ensure that the source files used, information provided by other service providers or company personnel are accurate. Accordingly, Intuit may require you to verify the accuracy of all the information before commencing use of QuickBooks Online Payroll.
- Completion of Setup Payroll Services. After you have verified your information, Intuit will assist you in the steps necessary to commence use of QuickBooks Online Payroll. At that time the Setup Payroll Services will be complete.
- No Obligation to Provide Payroll Services. Intuit reserves the right to refuse to provide Setup Service to you and, in such instances, will refund any fees you paid to Intuit for Setup Service.
8.5 QuickBooks Workforce.
If you are a current customer of the Payroll Services, you may choose to provide your employees with access to an online employee website called QuickBooks Workforce (“Workforce Services”). Your employee(s) may choose to enter their personal, National Insurance Number and starter declaration depending upon their circumstance (collectively “Information”) at the time they set up their account. The Information will facilitate direct deposit of pay slips. You may also have the option to furnish your employee(s) with documents such as their pay slips, P60, and/or P45 in an electronic format in lieu of a paper format through the Workforce Services (collectively “Documents”). If you elect to invite employee(s) to exchange Information and/or receive such electronic Documents through the Workforce Services, you must notify your employee(s) of the option to exchange Information and/or receive electronic Documents in a manner that allows the employee(s) to link to an electronic consent that demonstrates that the employee(s) can provide Information and access the Documents electronically. Intuit is not responsible for any Information submitted through the Workforce Services or liable for any claims related to the amounts withheld from pay slips. You must also consent (electronically) to these terms pertaining to the Payroll Services. You may choose to terminate your participation (and your employee(s)) at any time. If you choose to furnish electronic Documents and your employee(s) choose to participate in the Workforce Services, the following also applies:
- Change in Hardware. You must provide notice to your employee(s) prior to changing any hardware or software needed to access Documents through the Workforce Services. The notice must: (i) describe the revised hardware and/or software required to access Documents, (ii) inform your employee(s) that a new consent to receive Documents in the revised electronic format will be provided, and (iii) be agreed to by the employee in order to continue electronic delivery/receipt of Documents.
- Change in Preference. In the event your employee(s) change their preference to receive Documents from electronic to paper format, you must provide email or paper confirmation regarding the employee(s) changed preference. This notice must include the date by which the employee(s) will begin receiving paper format again.
- Change Due to Termination/to Contact Information. You must send email or paper notification to your employee(s) of: (i) the termination of your use of Workforce for any employee(s) whose employment has been terminated, and (ii) any changes to your contact information by which the employee(s) could contact you about their Documents.
- Notice that Documents Are Available/Modified. You must notify your employee(s): (i) when the electronic Documents are available, and (ii) within 30-days of any corrected/modified Documents. Notices regarding corrected/modified Documents should include advice to the employee(s) to use the Payroll Services website to access, print, and retain the corrected/modified Document(s).
9. ACCOUNT INFORMATION SERVICES
9.1 Users of QBO, QBOA, QBSE, QB Time and Payroll Services may opt to use Account Information Services to automatically import transaction and other information (“transaction information”) into the relevant QBO Account as an alternative to you manually entering this transaction information.
9.2 The Account Information Services as described in section 9.3 below are provided to you by Intuit Limited, whose registered office is located at Cardinal Place, 80 Victoria Street, London, SW1E 5JL, England. Intuit Limited is registered with the Financial Conduct Authority under the Payment Service Regulations 2017 for the provision of Account Information Services.
9.3 Account Information Services allows you to connect certain bank or other payment accounts you hold (“account”) with your QBO Account to automatically import transaction information from that account. You can choose whether to connect with your bank account using the direct feed option or the web feed option.
- For the direct feed option, you will be required to complete either a customer authority form or follow your bank’s authentication process which instructs your bank (or other financial institution) to share transaction information with Intuit Limited. Your bank (or other financial institution) may request that you authorise this by completing its own authority as well or instead. Once authorised, your bank will provide Intuit Limited with transaction information. You hereby acknowledge that Intuit Limited will receive this information more than four times a day.
- For the web feed option we will request your online banking security credentials. Once we connect to your bank, our product downloads your transaction information automatically and securely. Each time you sign-in to your QBO Account, we will use your stored online banking credentials to connect to your bank and download your transaction information so that you have the latest information. You may be required to submit additional credentials, such as from multi-factor authentication devices.
- We will process the transaction information obtained from your bank and present this to you via your QBO Account [or Payroll Services account] and, where relevant, any Additional Users that have been granted access to your QBO Account [or Payroll Services account] in accordance with section 2 or, if you have granted your accountant access to your QBO Account via QBOA, your accountant or financial advisor.
9.4 In addition to the services described in section 9.3, Intuit Limited may engage with Intuit France SAS to procure data from one or more accounts, for example if the account or account provider is in the European Economic Area. In such circumstances, you consent to Intuit Limited engaging Intuit France SAS to interact with Intuit Limited and financial institutions in this way and to Intuit France SAS receiving, holding, retrieving and processing your data and transferring it to Intuit Limited so that Intuit Limited may provide you with Account Information Services. In this situation, only Intuit Limited is responsible for or provides Account Information Services to you and only Intuit Limited has a customer relationship with you.
9.5 If you have a complaint relating to the Account Information Services you can contact us by telephone on 0808 234 5337.
9.6 If your complaint relates to Account Information Services and we do not resolve it to your satisfaction, you may be able to refer it to the UK Financial Ombudsman Service. You can contact the UK Financial Ombudsman by telephone on: from inside the UK: 0300 123 9123 or 0800 023 4567; from other countries: +44 20 7964 0500; by post at The Financial Ombudsman Service, Exchange Tower, London E14 9SR; or by email: email@example.com. The UK Financial Ombudsman Service is also available in a number of different languages and if you need it you will be put in touch with a translator when you contact the UK Financial Ombudsman Service. You can obtain further information regarding the Financial Ombudsman Service at https://www.financial-ombudsman.org.uk/.
9.7 Please see Intuit's Privacy Statement for more information on how your data is handled, including in the context of Account Information Services. In the event of any conflict with any other provision of this Agreement, the provisions of this Section 9 shall prevail as regards the provision of the regulated activity of Account Information Services.
10. QB BUSINESS ACCOUNT
10.1 QB Business Account Services.
By accessing and/or making use of any service made available via the QB Business Account, you hereby agree to adhere to the additional terms contained in this Section 10.
10.2 Geographical Scope.
The QB Business Account shall only be made available to: (i) corporate bodies and private limited companies duly registered and incorporated in the United Kingdom; or (ii) sole traders operating within the United Kingdom.
10.3 Application for QB Business Account.
In order to apply for a QB Business Account, you acknowledge that you are required to have and maintain a valid subscription to the QuickBooks Online Account. You also acknowledge that you will be required to provide certain information to Intuit and/or its principal, Modulr FS Limited, in respect of the Payment Services (as defined below in Section 10.7) and the issuance of electronic money (the “Principal”) as part of the initial on-boarding process and as requested by Intuit from time to time.
Intuit Limited is registered with the Financial Conduct Authority (“FCA”) as an ‘EMD Agent’ of Modulr FS Limited. Modulr FS Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (FRN: 900573) for the issuing of electronic money.
The term 'EMD Agent' refers to the Electronic Money Directive (Directive 2009/110/EC) as incorporated into UK law by way of the Electronic Money Regulations 2011. The EMD agency status of Intuit means that Intuit Limited acts only as an agent of Modulr FS Limited, and the FCA carries out authorisation and supervision of Modulr FS Limited. Although Intuit Limited is separately registered with the FCA as an account information service provider under the Payment Services Regulations 2017, that FCA registration does not cover or apply to the services provided in relation to the QB Business Account apart from with respect to the Account Information Services as described in Section 9 above.
Because neither e-money nor Modulr FS Limited are covered by the Financial Services Compensation Scheme, no amounts will be made available by that scheme in the event of any failure of Modulr FS Limited or Intuit Limited or any loss on the QB Business Account.
Any complaint that you have or dispute that you wish to raise at the Financial Ombudsman Service (FOS) may have both Intuit and Modulr FS Limited as respondents, in accordance with Section 10.9 below.
By applying and making use of the QB Business Account, you hereby agree to:
(a) provide all information requested by Intuit that Intuit (or its Principal) requires in order to allow Intuit (or its Principal) to provide the services made available via the QB Business Account; and
(b) promptly notify Intuit, without delay, of any changes to such information as referred to in this Section 10.3 including, for the avoidance of doubt, any information provided to Intuit as part of your application for the QB Business Account or any other information provided by you to Intuit that are necessary to allow Intuit to provide the services made available via the QB Business Account.
10.4 Suspension of QB Business Account.
You acknowledge that, should you fail to provide or update any of the information required in accordance with Section 10.3 above, Intuit may, acting in its sole discretion, suspend, freeze or otherwise limit your access to the services made available via the QB Business Account.
10.5 Access to QB Business Account.
By applying and using the services made available via the QB Business Account, you agree that Intuit can access and operate your QB Business Account without limitation. You further agree and unconditionally authorise Intuit, acting as an agent to the Principal in respect of the Payment Services and the issuance of electronic money, to access and use any data (including Personal Data), information, products and/or services in relation to your QB Business Account including (but not limited to) making certain transactions, viewing and retrieving transaction data, initiating refunds and closing your QB Business Account.
10.6 Non-interest Bearing Account; no FSCS applicability:
You hereby accept and acknowledge that (1) all accounts made available via the QB Business Account are non-interest bearing and therefore, no interest, coupon, accrued monies or any other benefit with similar characteristics to interest will be obtained by you on any funds or assets of monetary value held in your QB Business Account; and (2) the QB Business Account is not covered by the Financial Services Compensation Scheme (FSCS) and the consequences of this is set out in clause 10.3 .
10.7 Regulated Services Provided via the QuickBooks Cash Account.
(a) You acknowledge that certain services made available via the QB Business Account require the authorisation of the UK Financial Conduct Authority before such services can be provided. In order to provide such services, Intuit has been duly registered to act as an EMD agent on behalf of Modulr FS Limited to carry out the following payment services (as defined in The Payment Services Regulations 2017 and The E-Money Regulations 2011 (as applicable)) as agent for and in the name of Modulr FS LImited:
(i) Services enabling cash placement on a payment account;
(ii) Services enabling cash withdrawals from a payment account;
(iii) Execution of payment transactions (not covered by a credit line);
(iv) Execution of payment transactions (covered by a credit line);
(v) Issuing payment instruments or acquiring payment transactions;
(vi) Money remittance;
(vii) Execution of payment transactions via telecoms, IT system or network operator;
(viii) Payment initiation services; and
(paragraphs 10.7(a)(i)-(viii) collectively, the “Payment Services”).
(b) You acknowledge that all Payment Services may not be made available via the QB Business Account, however, if such services are provided, they will be made available by Intuit solely and exclusively in its capacity as a registered EMD Agent of Modulr FS Limited as described above in Sections 10.3 and 10.7(a). Modulr FS Limited may also carry out the issuance of electronic money.
(c) For the avoidance of doubt, you hereby acknowledge that Modulr FS Limited will not be providing, and therefore, will not be responsible for, the Account Information Services as described in Section 9 above.
10.8 Limitation of Liability
You agree that where any loss, liability, cost or expense is caused by our Principal in relation to your QB Business Account, whether in contract, tort or otherwise, (a “Loss”), you will have no right, remedy or recourse against Intuit unless we have contributed to this Loss. In particular, the Principal is required under applicable laws and regulations to deposit client funds in a secure account and will be solely responsible for this segregation. In the event that the Principal becomes insolvent or does not provide such segregation, Intuit will not be responsible for the recovery of your funds or for any failures of the Principal to segregate or otherwise comply with applicable laws and regulations.
In circumstances where Intuit and the Principal are liable to you in respect of the same Loss, you agree that our liability to you will not be increased by any limitation of liability you have agreed with the Principal or because of your inability to fully recover from the Principal beyond what our liability would have been had no such limitation been agreed and/or if the Principal had satisfied its share.
Nothing in this provision limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or fraud or fraudulent misrepresentation.
10.9 Complaints regarding the QB Business Account.
(a) The Principal has a regulatory obligation to resolve any complaint you may have in relation to your QB Business Account, the Payment Services, the issuance of electronic money or any other service the Principal offers you through QuickBooks (whether in the Principal’s own name or by Intuit acting as an agent on the Principal’s behalf). Your complaint will be resolved through the Principal’s complaint handling procedure.
(b) To allow any complaints that you may have to be resolved, Intuit may request certain documents and/or information from you to procure the handling and resolution of the complaint by the Principal in accordance with Section 10.8(a) above.
(c) Should you have any complaints against Intuit itself, please direct any such questions or complaints to QBBusinessaccount@intuit.com.
10.10 Termination of QB Business Account.
You acknowledge that your QB Business Account will be terminated if you cancel your QuickBooks Online Account and you may no longer have access to any of the data or Content in the QB Business Account. Upon termination, Intuit, acting as the registered agent of the Principal, will procure the return of any remaining funds in your QB Business Account, and upon your written request, send you a copy of your materials, data, and personal information uploaded or stored within the QB Business Account (as of the date of termination) to the email address linked with your QB Business Account. Such return of the funds to you from your QB Business Account shall be undertaken in accordance with the applicable laws and regulations. We recommend you retain your own copies of any data or Content that you may need as Intuit is not responsible for providing you with access to your Content or the QB Business Account after any cancellation or termination of the QB Business Account or your QuickBooks Online Account or this Agreement.
11. APPLE REQUIREMENTS.
If you downloaded the Services from the Apple iTunes Store the following apply:
You acknowledge that this Agreement is between you and Intuit only, and not with Apple, and Intuit, not Apple, is solely responsible for the Service and the content thereof.
11.2 Scope of License:
The license granted to you for the Service is a limited, non-transferable license to use the Services on an iOS product that you own or control and as permitted by the Usage Rules set forth in the Apple iTunes App Store Terms of Service.
11.3 Maintenance and Support:
Intuit and not Apple is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
Intuit is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Services in the Apple iTunes App Store to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Intuit’s sole responsibility, as between Intuit and Apple.
11.5 Product Claims:
Intuit, not Apple, is responsible for addressing any user or third party claims relating to the Services or the user’s possession and/or use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Service fail to conform to any applicable legal or regulatory requirement; and © claims arising under consumer protection or similar legislation.
11.6 Intellectual Property Rights:
You acknowledge that, in the event of any third party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
11.7 Legal Compliance:
You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
11.8 Developer Contact Info:
Direct any questions, complaints or claims to: Intuit Inc., 2632 Marine Way, Mountain View, CA 94043.
11.9 Third Party Beneficiary:
You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.