INTUIT TERMS OF SERVICE FOR
QuickBooks Online, QUICKBOOKS ONLINE ACCOUNTANT, and QUICKBOOKS ONLINE PAYROLL 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.
This Agreement describes the terms governing your use of the Intuit online services provided to you on this website, including content, updates and new releases, (collectively, the “Services”). It includes by reference:
- 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, etc.
- 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.
- PAYMENT. 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;
4. 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.
- 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.
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.
- 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.
7.3 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.
- 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.
- 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.
- CHANGES. 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.
- TERMINATION. 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.
- EXPORT 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 will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
- 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.
- COMPLIANCE WITH PRESERVATION ORDERS. Intuit accepts no liability to you under this Agreement, or otherwise at law, for compliance by Intuit 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.
- LANGUAGE. 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.
- GENERAL. 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 (c) 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.
- ADDITIONAL TERMS AND CONDITIONS FOR QuickBooks Online, QUICKBOOKS ONLINE ACCOUNTANT AND QUICKBOOKS Online Payroll
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.
- SERVICES. Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:
- 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.
- 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.
- Payroll Services. Subscription services offering online payroll solutions for businesses (the “Payroll Services”).
- 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.
- 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 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.
- 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. 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, 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 of 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.
- 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.
- 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.
- 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.
- ACCOUNT FEATURES.
- 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.
- 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.
- 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.
- 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.
- OTHER PRODUCTS AND SERVICES.
- 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.
- Data Transfer Service.
- We may provide you with the opportunity to transfer your data and 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. Depending on the Third Party Product or Ancillary Service you choose, you further agree and acknowledge that your data, including your financial or personal information, may be transferred through the Data Transfer Service to another country where security and privacy controls may not be adequate for data protection. 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.
- 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. We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Receipt 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 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.
- 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 a limited amount of your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services.
- 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.
- QUICKBOOKS ONLINE PAYROLL
- If you elect to enroll with the Payroll Services, the following additional terms apply.
- 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.
- 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 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.
- Subscription Payroll Services, Restrictions, and Responsibility for Payment.
- 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.
- 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.
- Electronic Filing of Payroll. In order to access the electronic filling 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.
- 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.
- 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 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 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.
- APPLE REQUIREMENTS. If you downloaded the Services from the Apple iTunes Store the following apply:
9.1 Acknowledgement: 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.
9.2 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.
9.3 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.
9.4 Warranty: 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.
9.5 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 (c) claims arising under consumer protection or similar legislation.
9.6 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.
9.7 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.
9.8 Developer Contact Info: Direct any questions, complaints or claims to: Intuit Inc., 2632 Marine Way, Mountain View, CA 94043.
9.9 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.
These terms and conditions (which we refer to as the “Agreement”) relate to the PaySuite online payroll service and should be read carefully because they are legally binding and enforceable. If you are acting on behalf of an entity then you represent that you have the authority to enter into this Agreement on behalf of that entity. By clicking on the ‘Accept’ button at the bottom of this Agreement or using the Website (as defined below) you agree that you have read these terms and agree to be legally bound by them. If you do not wish to be bound by the terms then you must not use the Website.
This Agreement is between Intuit Limited, a company registered in England and Wales whose registered office is 1 Cathedral Piazza, Victoria, London, SW1E 5BP with company number 2679414 and you the customer (a single entity).
For ease of reference, certain terms shall have specific meanings as follows: “Authorised Users” means your employees, agents and independent contractors who are authorised to use the Service and Documentation; “Confidential Information” means any information which is proprietary or confidential in nature but shall not include any information which the recipient can show: (a) was at the time of disclosure or has subsequently become public knowledge other than by breach of this Agreement; (b) is received by the recipient from an independent third party who has a lawful right to disclose the same without restriction; or (c) was already in the recipient’s lawful possession at the date of disclosure without obligation of confidence; “Customer”, “you” and “your” shall refer to you as customer; “Customer Data” means any data input or imported directly into the Service by you or by your Authorised Users or by us or by a Partner on your behalf from data you have provided; “Documentation” means the documentation which we make available to you online via the Website which describes the Service and the user instructions for the Service; “Effective Date” means the date of this Agreement being the date on which you click the ‘Accept’ button; “PaySuite”, “we”, “us” shall refer to Intuit Limited; “PaySuite” and “Software” means the online software applications provided by us via the Website; “Intellectual Property Rights” means any registered or unregistered design rights, patents, copyright, database rights, data protection rights, trademarks, service marks, moral rights, know-how and any other intellectual or industrial property rights, anywhere in the world; “Service” means the online services made available (which we may change and update from time to time) via the Website, the functionality of which is detailed on the Website; “Subscription” means the subscription purchased by you which entitles your Authorised Users to access and use the Service and the Documentation in accordance with this Agreement; “Subscription Fee” means the monthly or annual subscription fee (excluding any taxes and duties) payable by you for the Service in relation to the permitted number of payrolls you run in accordance with the pricing set out on the Website; “Subscription Term” has the meaning given in clause 14; “Support Policy” means our policy for providing support in relation to the Service as set out on the Website; and “Website” means any of the images, written material, databases, software or other material available at the internet address “www.paysuite.co.uk” or any other websites operated by employer services.
You may use the Service to operate a test payroll for the purpose of evaluation provided you do not use the test payroll for production purposes. If you use the Service to run a test payroll for evaluation services, certain clauses shall apply to such use: clauses 1, 2, 6, 7, 8, 9, 10 and 12-26 (inclusive) provided always that no Subscription Fees are payable in respect of such use. Use of the Services and payrolls for any other purpose shall be subject to all of the terms of this Agreement.
In order to use the Service you must register with us by completing the online registration form on the Website. It is your responsibility to ensure that all of the information you provide is accurate and you agree to notify us in the event that such information becomes inaccurate for any reason.
Applicants may be subject to certain minimum requirements which are set out on the Website. The registration of all applications are subject to verification by us and we reserve the right to reject an application in our reasonable discretion.
Subject to any local law requirements which may apply, the Service may be accessed and used from outside the United Kingdom, however, it is your responsibility to ensure that your access to and use of the Service complies with local law requirements. You acknowledge that the Service is only suitable in relation to legislation of the United Kingdom.
1 USER SUBSCRIPTIONS AND ACCESS TO THE SERVICE
1.1 Subject to your payment of the Subscription Fees for the Service, the restrictions set out in clause 2 and the other terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Service and the Documentation during the Subscription Term solely for your own lawful internal business purposes. The licence we grant to you and the Subscription Fees which are payable in respect of the Service are on a ‘per-payroll’ basis and accordingly you are only permitted to use the Service for the number of payrolls covered by your Subscription Fees.
1.2 The permission granted to you under this clause 1 is granted to you only and shall not be considered granted to any of your subsidiary or holding companies.
2 ACCESS CONDITIONS
2.1 You will ensure that all usernames and passwords required to access the Website are kept secure and confidential. You will immediately notify us of any unauthorised use of your passwords or any other breach of security and we will reset your password.
2.2 You shall not:
- (a) attempt to undermine the security or integrity of our computing systems or networks or the Website;
- (b) use or misuse the Website in any way which may impair the functionality of the Website, or impair the ability of any other user to use the Website;
- (c) attempt to obtain, or assist third parties in obtaining, access to: (i) the Website; (ii) the Service; (iii) the Documentation; (iv) the computer system on which the Website is hosted; or (iv) any materials, in each case where such access is not expressly permitted by this Agreement;
- (d) access, store, distribute, transmit or input any material that: (i) may damage any other person’s computing devices, software or data or which otherwise causes damage or injury to any person or property; (ii) may be is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (iii) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or is otherwise illegal or facilitates illegal activity; (iv) infringes the third party rights;
- (e) use automated agents, robots, or automated software, other than search engine spiders, to access the Website;
- (f) access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation;
- (g) use the Service and/or Documentation to provide services to third parties unless we expressly permit you to do so by separate agreement with you; or
- (h) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users unless we expressly permit you to do so by separate agreement with you.
2.3 We may, without liability to you, disable your access to any material that breaches the provisions of clause 2.2.
2.4 Except to the extent expressly permitted under this agreement or otherwise allowed by law which cannot be exclude, you shall not:
- (a) Attempt to copy, modify, adapt, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website, Software and/or Documentation (as applicable) in any form or media or by any means; or
- (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website or Software.
3.1 You will allow us to electronically audit your use of the Service each month in order to establish the number of payrolls you operate through the Service. The audits will be conducted at our expense and in such a manner as not to substantially interfere with your normal conduct of business. If any such audit reveals that you have underpaid Subscription Fees or are otherwise using the Service in respect of more payrolls than you have Subscriptions for, you shall pay to us an amount equal to such underpayment as calculated in accordance with the prices set out on the Website within 14 days of our written request for payment in respect of the same.
4.1 Subscription Fees automatically recur either on a monthly or an annual basis depending on your subscription package. Subscription Fees begin on the first calendar day of each month and are payable in advance of each subscription period. Different Subscription Fees may include access to different services or information.
4.2 Your subscription is activated when you turn on the Paysuite Payroll in QuickBooks. You may receive a 30 day free trial and after that time. The Service will become payable and will be billed on your billing date. You will pay us or where applicable our Partner (as we notify to you) the charge for the Subscription Fees by direct debit.
4.3 All amounts and fees referred to in this Agreement and on the Website are payable in pounds sterling and are exclusive of value added tax which shall be added at the appropriate rate.
4.4 The Subscription Fee is based on paid employee per month and shall be payable in respect of any whole or part of a month during which you use the Service.
4.5 We try to ensure that the prices displayed on the Website are accurate but the price on your order will need to be validated by us as part of our acceptance procedure. We will inform you if the price for the Service is higher than that stated in your order and you may cancel the order or choose to order the Service at the correct price. If a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mis-pricing, we have no obligation to provide the Service to you at the incorrect price, even after we have confirmed the order.
4.6 If we have not received payment within 14 days after the due date, without prejudice to our other rights and remedies:
(a) we may, without liability to you, disable your password, account and access to all or part of the Service and we shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and
(b) we may charge interest on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgement.
4.7 No refund will be given for the cancellation or termination of a Subscription provided that where you terminate for our breach under clause 14.2 we shall refund to you amounts paid by you in advance in respect of the period following termination as your sole remedy. Subject to this clause 4.7, where you cancel or otherwise terminate a monthly Subscription or an annual Subscription before the end of the subscription period, you shall be liable to us for the Subscription Fees for the remainder of the subscription period.
4.8 Subject to clause 4.7, you may cancel a Subscription at any time by calling us on 0808 234 5337 and one of our support team will deal with your request. Once the subscription is cancelled no further Subscription Fees are due from you in respect of the period following termination.
4.9 If a subscription has not been cancelled in accordance with Clause 4.8 and your Subscription Fees remain unpaid, you will be liable to pay all outstanding Subscription Fees to us.
5.0 If you believe you have been incorrectly charged or have any queries concerning the billing of your account then please call 0808 234 5337 available Monday - Friday 9am to 8pm.
5 THE SERVICE
5.1 We will provide the Service and make available the Documentation to you during the Subscription Term on and subject to the terms of this Agreement.
5.2 We warrant to you that:
- (a) we will provide the Service using reasonable skill and care; and
- (b) the Service will perform substantially in accordance with the Documentation.
5.3 The warranty in clause 5.2(b) shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to the Documentation or our instructions, or modification or alteration of the Service by any party other than us or our duly authorised contractors or agents. If the Service does not substantially conform with the Documentation, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes you sole and exclusive remedy for any breach of the warranty set out in clause 5.2(b).
5.4 We will use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:
- (a) Planned maintenance carried out during the hours of 22:00 to 02:00 GMT; and
- (b) unscheduled maintenance performed between 18:00 to 08:00 GMT provided we have used reasonable efforts to give you at least 24 hours prior notice.
5.5 The Subscription Fees which you pay for the Service includes our standard customer support services in accordance with our Support Services Policy in effect at the time we provide the Service to you. We may amend the Support Services Policy in our sole discretion from time to time.
5.6 You acknowledge that the Service may include ‘beta features’. These beta features are part of the Website that we have developed and released for testing and feedback purposes. You understand and accept that there may be errors and inaccuracies with beta features inherent at the stage of development.
5.7 If you have any complaints about the Service then you should direct them to us via email at support@PaySuite.co.uk or by post to our registered office.
5.8 If you order the Service, you will receive an email from us acknowledging that we have received your order and confirming the relevant details of your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us for the supply of the Service and is subject to acceptance by us. If your order is accepted, we will confirm acceptance to you by sending you an email to the email address you provided to us during registration. The contract between us in relation to the ordered Service will only be formed when we send you email confirmation and will only relate to the Service specified in the confirmation email. The order will then be fulfilled by the date set out in the confirmation or if no such date is set out then within 30 days.
6 CUSTOMER RESPONSIBILITIES
6.1 You agree to provide us with all necessary cooperation in relation to this Agreement and provide us with all necessary access to such information as we may reasonably require in order to provide the Service to you, including but not limited to Customer Data, security access information and configuration information.
6.2 You will comply with all applicable laws and regulations with respect to you activities under this Agreement.
6.3 You will ensure that the Authorised Users use the Service and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement.
6.4 You will ensure that your network and systems comply with the relevant specifications which we may from time to time publish on the Website in relation to the Service.
6.5 You acknowledge and agree that you are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centre, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the your network connections or telecommunications links or caused by the internet.
7 CUSTOMER DATA
7.1 You shall own all rights, title and interest in and to all of the Customer Data (including any works derived from the Customer Data) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data except where we have agreed with you that we shall input data on your behalf in which case we shall be responsible for ensuring that we correctly input the data which you provide to us.
8 DATA PROTECTION
9 THIRD PARTY WEBSITES, GOODS AND SERVICES
9.1 We provide links to third party websites that are not affiliated with us (although our branding, advertisements or links may appear on these websites) and we may send e-mail messages to you containing advertisements or promotions including links to third party websites. We make no representation as to the quality, suitability, functionality or legality of any third party websites which we link to, or to any goods and services available from such websites and you access the website content of, correspond with, and purchase products and services from the third party websites at your own risk.
9.2 All matters concerning goods and services that you purchase from a third party website including all contract terms are solely between you and the owner of that website. We will not be liable for any costs or damages to you or any third party arising directly or indirectly out of any third party website. You hereby waive any claim you might have against us with respect to any such websites.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 You acknowledge and agree that all Intellectual Property Rights in the Website, the Services, the Software and the Documentation belongs to us and/or our licensors.
10.2 We warrant to you that we have the right to grant you the permission to access and use the Website, the Service, the Software and the Documentation pursuant to clause 1.1 and that your authorised use of the same in accordance with this Agreement shall not infringe third party Intellectual Property Rights in the United Kingdom.
10.3 You warrant to us that in relation to any content you provide to us or submit to the Website (including but not limited to the Customer Data) that you own the Intellectual Property Rights to such content or you have the authority of the owner to provide such content and to grant us and our subcontractors permission to use the Customer Data for the purpose of providing the Service and that our authorised use of the same in accordance with this Agreement shall not infringe third party Intellectual Property Rights in the United Kingdom.
10.4 By submitting content to any public area of employer services, including blogs, message boards, and forums, You grant employer services a royalty-free, perpetual, irrevocable, non-exclusive right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You also permit any subscriber to access, display, view, store and reproduce such content for personal use.
10.5 PaySuite.co.uk, the PaySuite logo, Intuit, the Intuit logo, Quicken, QuickBooks, QuickBooks SimpleStart, TurboTax, Mint, Lacerte, ProSeries and QuickBase, among others, are registered trademarks and/or registered service marks of Intuit Inc., or one of its subsidiaries, in the United States and other countries. For more information on Intuit's trademarks, please see our Trademark Information and Restrictions page. All rights reserved.
11 INTELLECTUAL PROPERTY RIGHTS INDEMNITY
11.1 You shall defend, indemnify us and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Service and/or Documentation, provided that:
- (a) We give you prompt notice of any such claim;
- (b) we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
- (c) we give you sole authority to defend or settle the claim.
11.2 We shall, subject to clauses 11.3 and 11.4, defend you against any claim that the Service or Documentation infringes any United Kingdom patent effective as of the Effective Date or other Intellectual Property Right, and shall indemnify you for any amounts awarded against you in judgement or settlement of such claims, provided that:
- (a) You give us prompt notice of any such claim;
- (b) you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and
- (c) you give us sole authority to defend or settle the claim.
11.3 In the defence or settlement of any claim, we may procure the right for you to continue using the Service, replace or modify the Service so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
11.4 In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
- (a) a modification of the Service or Documentation by anyone other than us;
- (b) your use of the Service or Documentation in a manner contrary to the instructions which we give to you;
- (c) your use of the Service or Documentation after notice of the alleged or actual infringement from us or any appropriate authority.
11.5 The foregoing states the your sole and exclusive rights and remedies, and our entire obligations and liability (including those of our employees, agents and sub-contractors), for infringement of any Intellectual Property Rights.
12.1 Each party will keep secret and treat in strictest confidence all Confidential Information of the other party obtained in connection with this Agreement. Neither party will, without prior consent of the other, disclose or make any Confidential Information available to any third party, or use the same for its own benefit, other than as contemplated by this Agreement.
12.2 You acknowledge that details of the Service (including pricing information and the terms of this Agreement) and the results of any performance tests of the Service, constitute our Confidential Information. We acknowledge that the Customer Data is Confidential Information belonging to you.
12.3 Each party may disclose Confidential Information to those of its personnel and its sub-contractors who need to know the Confidential Information for the purposes of implementing this Agreement provided that that, prior to such disclosure, each of those sub-contractors and members of its personnel are made aware of these confidentiality obligations agree to adhere to such terms.
12.4 The restrictions in clause 12.1 shall not apply to information which:
- (a) is or becomes public knowledge other than by a breach of this clause 12;#
- (b) is or becomes known from other sources without restriction on disclosure; or
- (c) is required to be disclosed by any legal or professional obligation or by a regulatory authority.
12.5 This clause 12 shall survive termination of this Agreement for any reason.
13 LIMITATION OF LIABILITY
13.1 Nothing in this agreement excludes our liability for fraud or for death or personal injury caused by our negligence or for any liability which cannot be limited or excluded by applicable law.
13.2 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.
13.3 Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
13.4 We shall not be liable for any delay or failure in the provision of the Service to you to the extent that such delay or failure is caused by your failure to comply with your obligations under this Agreement. We shall not be liable for any error, inaccuracy or omission in the output of the Service based on any inaccurate or incomplete information which you have provided to us.
13.5 We do not warrant that the use of the Website or the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Website and the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Website and the Service. We are not in any way responsible for any such interference that prevents your access or use of the Website or Service.
13.6 We check our systems using up-to-date commercial antivirus software but these do not always detect and remove all viruses. No software (including ours) is error-free and it is possible that use of the Service could unintentionally lead to the loss or corruption of your data. We cannot know or estimate the value to you of the data you hold on the Service and you are best able to assess and manage the risks of data loss and corruption having regard to your data and you can easily eliminate these risks by performing regular backups of your data. You agree that it is reasonable for you to assume the entire risk in relation to data loss and corruption.
13.7 Except as expressly and specifically provided in this agreement:
- (a) you assume sole responsibility for results obtained from your use of the Service and the Documentation, and for conclusions drawn from such use;
- (b)we shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts which you provide to us in connection with the Service, or any actions taken by us at your direction;
- (c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
13.8 You acknowledge that it is your sole responsibility to determine that the Website meets the needs of your business. The warranties we give in clauses 5.2 and 10.2 are the only warranties we give in relation to the Website and the Service and are in lieu of any other warranties. Without limiting the foregoing, we do not warrant that the Website or the Service will meet your requirements or that it will be suitable for your purposes.
14 TERM AND TERMINATION
14.1 This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with its terms shall continue until terminated in accordance with its terms.
14.2 Each party may terminate this Agreement immediately on notice to the other party if the other party:
- (a) commits a material breach of this Agreement and where such breach is capable of remedy, has not been remedied within 30 days of the date of notice of the breach; or
- (b) becomes insolvent or is unable to pay its debts when they fall due.
14.3 Subject to clause 4.7, you may terminate this Agreement for convenience at any time in accordance with clause 4.8 by giving us prior written notice.
14.3 We may terminate this Agreement for convenience at any time by giving you 6 months’ prior written notice.
15 CONSEQUENCES OF TERMINATION
15.1 On expiry or termination of this Agreement for any reason:
- (a) the rights of either party accruing or accrued prior to termination or expiry shall not be affected;
- (b) all permissions and licences granted under this Agreement shall terminate;
- (c) each party shall promptly return to the other party that other party’s Confidential Information and any copies thereof, or, at that other party’s request and option, destroy them and provide evidence of their destruction to that other party; and
- (d) we shall (without further charge to you) send to you by email (to the email address you provided to us when you registered for the Service) a copy of the Customer Data in comma separated value or other common file format determined by us. You agree that once we have sent you the Customer Data, we shall promptly delete the Customer Data from our systems in accordance with clause 15.1(c).
15.2 The following clauses shall survive any termination of this Agreement: Clauses 2, 3, 4, 7, 8, 10, 12, 13, 15, 19, 25, 26 and any other clauses which by their nature are intended to survive such termination or expiry.
16 FORCE MAJEURE
16.1 Neither party is liable for any failure or delay in meeting its obligations due to any cause outside its reasonable control including without limitation strikes, lock-outs or other industrial, failure of a utility service or transport or telecommunications network acts of god, riot, war, malicious acts of damage, fires, electricity supply failure, compliance with any law or Government order, rule, regulation or direction.
17.1 If we fail to enforce a right under this Agreement, that failure will not prevent us from enforcing other rights, or the same type of right on a later occasion.
17.2 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
18.1 Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected and shall remain in force. If any provision is determined to be unenforceable, you agree to a modification of such provision to provide for enforcement of the provision’s intent, to the extent permitted by applicable law.
19 ENTIRE AGREEMENT
19.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
20 CHANGES TO THE SERVICE AND THIS AGREEMENT
20.1 We reserve the right to make changes or corrections, alter, suspend or discontinue any aspect of the Service or the Website or any related content or your access to the same. Any modifications or additions to the Service or the Website shall be subject to this Agreement.
20.2 We may modify the Subscription Fees from time to time and post the revised Subscription Fees on the Website.
20.3 We may modify this Agreement from time to time and post the new version on the Website.
20.4 If we do modify this Agreement or the Service or the Subscription Fees or the Website materially to your detriment, you may end this Agreement and our amendments shall not apply to you provided you promptly notify us of your decision and cease using the Service from that time and in any case within 30 days of the date on which we provide you notice (which may be by publishing details of the changes on the Website). If you continue to use the Service after the 30 day period then you are deemed to have accepted the changes.
21 RIGHT TO ASSIGN
21.1 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights and obligations under this Agreement.
22 INDEPENDENT CONTRACTORS
22.1 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23.1 A Partner is third party who has subscribed to the Partner price plan and benefits from discounted prices. Partners are not endorsed, certified or approved by us and we are not responsible for the quality of their service. It is your responsibility to vet any Partner you choose for the service you require.
24 RIGHTS OF THIRD PARTIES
24.1 No term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
25 GOVERNING LAW AND JURISDICTION
25.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
25.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
26.1 All notices shall be given: (a) to us via post to our registered address as set out above; or (b) (where we notify our users generally), by notice or posting on the Website. Notice will be deemed received when an email is received in full (or else on the next business day if it is received on a weekend or public holiday in the place of receipt) or 3 days after the date of posting.