Terms of Service

1. AGREEMENT

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, European Union, any member state of the European Union or European Economic Area 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 applicable sanctions, and import and export laws and 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. Unless otherwise permitted under applicable law, 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, lease, rent or resell the Services.
• Decompile, disassemble, or reverse engineer the underlying software or products that support the Services.
• Make the Services available on any file-sharing or application hosting service.

3. 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 or otherwise:

• 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:

1. A valid credit card acceptable to Intuit;
2. A valid debit card acceptable to Intuit;
3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
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 the Services, 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.
• You agree you may receive invoices for the Services in an electronic form.
• 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. CONTENT

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, promote or transmit any of the following:

• 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 is excessively violent, incites or threatens violence, encourages “flaming”, trolling, insulting or other prohibited behaviour towards 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, or may constitute, a breach of any individual's privacy, is unfair or deceptive, or creates a safety or health risk to an individual or the public;
• Except as permitted by Intuit in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or 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 Restricted Use of the Services. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Intuit or could subject Intuit to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in Intuit’s opinion, is prohibited under this Agreement; (v) any other activity that places Intuit in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an Intuit system or network or to breach Intuit’s security or authentication measures, whether by passive or intrusive techniques. Intuit reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

6.3 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.

6.4 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 Content. Intuit may, but has no obligation to, monitor, review or edit Content or access or use of 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, or disable, any Content, in whole or in part, that is alleged to be, or that we consider 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 ("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.

7.5 Retention of records. You are responsible to retain, as required under any applicable law or standard, all of your documents. Except to the extent required by law, Intuit has no obligation to store, maintain or provide to you any information or documents you provide to Intuit.

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 AND THEIR 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 OF 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. INTUIT DOES NOT REPRESENT THAT THE SERVICES AND/OR CONTENT WITHIN THE SERVICES IS APPROPRIATE OR AVAILABLE FOR USE IN ALL JURISDICTIONS OR COUNTRIES. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES AND ACCESS TO THE SERVICES IN YOUR JURISDICTION 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, EXEMPLARY, 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.

10. 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.

11. TERMINATION.

11.1 Intuit may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services, in whole or in part, if we determine that:

11.1.1 your use of the Services violates the Agreement or applicable Intuit policy;

11.1.2 your use of the Service is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues;

11.1.3 such termination or suspension is necessary to protect the integrity or availability of the Services or systems and comply with this applicable law or Intuit policy;

11.1.4 you no longer agree to receive electronic communications; or

11.1.5 your use of the Services conflicts with Intuit’s interests or those of another user of the Services.

11.2 Upon termination of your use of the Services you must immediately stop using the Services and any outstanding payments will become due. 

11.3 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 agree that you and anyone who uses the Services, including the related website, online services and mobile apps, are not prohibited from using the Services under the laws and regulations of the United States, England, Wales, European Union, a member state of the European Union or European Economic Area, Singapore, Australia or other applicable jurisdictions. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals, the United Kingdom HM Treasury Financial Sanctions List, the European Union Consolidated Financial Sanctions List, United Nations Security Council Consolidated List, or are subject to any other similar prohibition promulgated by a member state of the European Union or European Economic Area, Singapore, Australia or other competent jurisdiction in which Intuit undertakes business. or any other similar prohibition. 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 export control and sanctions laws and regulations, and will not transfer or provide any part of the Services or underlying software, in violation of these laws and regulations, directly or indirectly.

13. GOVERNING LAW AND JURISDICTION.

13.1 This Agreement and any non-contractual obligations arising out of or in connection with it, will be governed by and constructed in accordance with the laws of England and Wales.

13.2 Subject to section 13.4, 13.5 and section 9.6 of Section B of these terms, the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute arising out of or in connection with this Agreement (including any dispute relating to the existence, validity or termination of this Agreement or non-contractual obligation arising out of or in connection with this Agreement).

13.3 Subject to section 13.4 and 13.5, the Parties agree that the courts of England are the most appropriate and convenient forum to settle disputes in accordance with section 13.2 and the Parties hereby waive any right to object to such proceedings on the basis of the forum not being convenient.

13.4 Notwithstanding section 13.2, 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, in addition to any other remedies available to it, you agree that Intuit shall be entitled to seek in any court, tribunal or similar judicial body of competent jurisdiction such relief (whether equitable or otherwise) as Intuit considers appropriate and is available to prevent or restrain any breach or apprehended breach by you or otherwise to protect Intuit’s rights.

13.5 You agree not to object to the proceedings described under section 13.4 on any grounds, including on the basis of the forum not being convenient. You agree not to bring any action or defence or seek any relief that would or could prevent Intuit from commencing, bringing or continuing any legal or administrative proceedings in any manner permitted under this Clause 13. To the extent allowed by law, Intuit may take concurrent proceedings in any number of jurisdictions.

13.6. You agree that you will use all reasonable endeavors to 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.

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.

15. 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.

16. 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 may not assign or transfer your rights or obligations under this Agreement to anyone without written approval of Intuit. Intuit may assign or transfer its rights or obligations under this Agreement 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 or transfer in violation of this Section shall be void. 

March 25, 2024

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.

1. SERVICES.

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 QuickBooks Online Accountant Pro Tax Services. QuickBooks Online Accountant Pro Tax Services (the "Pro Tax Services") are online tax solutions for accountants and tax professionals that provide tax preparation and efiling services to clients.

1.7 QuickBooks Practice Manager. QuickBooks Practice Manager (“Practice Manager”) is an online platform that helps accounting and bookkeeping firms manage various aspects of their businesses, including (but not limited to) their clients, onboarding, deadlines, workflow, tasks, communication and team members.

1.8 QuickBooks Bureau Payroll. QuickBooks Bureau Payroll Services is a Subscription service offering online payroll solutions for businesses.

1.9 QuickBooks Sole Trader. QuickBooks Sole Trader (“Sole Trader”) is an online or mobile subscription service for one-person business owners to manage and categorize their personal and business finances through an online account. Each Sole Trader account may only be used to support one self-employed individual. Note that Sole Trader may be offered as a standalone Service without a QuickBooks Online subscription.

1.10 QuickBooks Payments. QuickBooks Payments is a Service that allows QuickBooks users using the QuickBooks Payments Service the possibility to use the Adyen services integrated with QuickBooks to enable such users to accept payments from their customers.

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. USERS.

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, including Pro Tax Services 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 Data 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. SUBSCRIPTION AND USAGE LIMITS.

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.

3.3. Usage Limits.

3.3.1. Limits. We may limit usage for some features of the Services based upon the subscription you purchased. These features may include chart of accounts, classes and locations (combined), system-generated fields, third party applications, and users.

3.3.2. Third Party Applications. Third party generated entries in the chart of accounts and classes and locations may count against usage limits. However, if you are currently at your usage limit, QBO will not prevent additional third partner generated entries in the chart of accounts and classes and locations (i.e. the fields above the usage limit will be allowed and created). However, once the Third party generated entries puts you over your usage limit you will not be able to manually add new chart of accounts and classes and locations until you reduce the number of active fields to below the respective limit for each.

3.3.3. Deactivation/Cancellation. When Exceeding Usage Limits. If you exceed the usage limits for the subscription for the Services you purchased, we may immediately cancel or suspend your subscription to the applicable Service and your access to the applicable Services and to your data without notice. If your access to the applicable Services is terminated, you will not be charged further for your subscription; however, you will not be entitled to any proration of fees or refunds for unused subscriptions. We reserve the right to maintain your data in a read-only format for purposes of reviewing historical activity, which you may have access to view for up to 12-months after termination of access.3.4 Downgrade. If you choose to downgrade to a Services plan with a lower usage limit, you will not be able to complete the downgrade until your company file is under the new Services plan's usage limits.

3.3.4. Reactivating Subscriptions. You must be within your plan’s usage limits prior to reactivating the Services subscription.

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. Intuit is under no obligation to develop, support, maintain or market the Beta Features or to release production or general availability versions. Future versions of the Beta Features, if any, may not be compatible with the current release of the Beta Features.

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 UK GDPR 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, (c) 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). You also understand and agree that Intuit may contact you to assist you with the initial setup of the Services.

6. OTHER PRODUCTS AND SERVICES.

6.1. 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.
• We do not guarantee that you will be able to use the Data Receipt Service with any specific products or services. You will only have access to the Data Receipt 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 aggregation of data or the overall performance of the Data Receipt Service. Your most recent data from a Third Party Product or Ancillary Service may not always be available in the Services. Any data obtained through the Data Receipt Service will be made available in the Services, and will be subject to the terms and conditions of this Agreement, including our Privacy Policy.

6.4. Third Party Code.

The Services use PDF Tron technology ("Third Party Code"), which is subject to the following additional license terms. You agree that you (a) will use the Third Party Code only as an integral component of the Services; (b) will not use the Third Party Code for development, compilation, debugging and similar design-time purposes: (c) will not reverse-compile or decompile, analyze, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source code or underlying algorithms of the Third Party Code or attempt to do any of the foregoing in relation to the object code of the Third Party Code; and (iv) will not modify, adapt, translate or create any derivative works of the Third Party Code or merge the Third Party Code into any other software. 

6.5. 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.

8.1 Users.

• 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. QUICKBOOKS PRACTICE MANAGER

9.1 General Terms

You must purchase a Practice Manager subscription for your practice based on our pricing categories which are subject to change from time to time.

9.2 Content on the QuickBooks Practice Manager Platform

(a) We may update and change the QuickBooks Practice Manager Platform from time to time to reflect changes to our products and services, our users' needs and our business priorities.

(b) The content on the QuickBooks Practice Manager Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice or tuition before taking, or refraining from, any action on the basis of the content on the QuickBooks Practice Manager Platform.

9.3 Accessing the QuickBooks Practice Manager Platform

(a) You will need a QuickBooks Online Accountant account to subscribe to and access the QuickBooks Practice Manager Platform.

(b) You are responsible for configuring your information technology, computer programmes and platform to access our Services

(c) We do not guarantee that the QuickBooks Practice Manager Platform, or any content on it, will always be available or be uninterrupted. You accept that we may suspend, withdraw or restrict the availability of all or any part of the QuickBooks Practice Manager Platform for business and operational reasons, as may the third party software providers on which we rely from time to time to keep the QuickBooks Practice Manager Platform operational.

(d) We reserve the right to temporarily disable your account if your usage significantly exceeds the usage limits of your Subscription. We’ll use our reasonable endeavours to reach out to the account owner before taking any action, except in rare cases where the level of use may negatively impact the performance of the Services for other customers.

9.5 Cancellation and Termination

(a) We may offer an initial free trial of the Services for 30 days. If you commence a free trial or discounted Subscription, you accept and agree that once such free trial or discounted period ends, you may be automatically charged the full price for each subsequent Calendar Month, unless you Cancel your subscription before the end of the final free or discounted Calendar Month. Unless we are able to receive payment for such continued access to the Services using the payment method you have provided to us, your account will be frozen and inaccessible.

(b) Calendar Month means the duration from and including a numeric day in one month, to the day immediately preceding the corresponding numeric day in the next month (for example, from 16 July to 15 August), with the first day being the day on which you commenced your Subscription to the QuickBooks Practice Manager Platform; and

(c) Cancel means cancelling your account via the settings link in the global navigation bar of the QuickBooks Practice Manager Platform. You are solely responsible for properly cancelling your account through the QuickBooks Practice Manager Platform and accept that, unless we agree otherwise in exceptional circumstances, we do not accept email or phone requests to cancel accounts.

(e) All of your data will be inaccessible via the QuickBooks Practice Manager Platform immediately upon cancellation or termination of your account (including data inputted by others using the Services via your account). This data will be permanently deleted from backups and logs within 7 days. Once permanently deleted, you accept that the information cannot be recovered. You are therefore advised to export or otherwise ensure you have copies of back-ups of your data prior to this date.

(f) If you cancel or terminate your account before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again (unless you decide to resume a Subscription). You accept that there will not be any prorating of unused time in your final billing cycle.

10. QUICKBOOKS BUREAU PAYROLL.

If you elect to enroll with the QuickBooks Bureau Payroll Services, the following additional terms apply.

10.1. Users.

User. These terms apply to all QuickBooks Bureau Payroll Service users, including Client Users as described below.

Client User. You may use QuickBooks Bureau Payroll Services for your own business or for the benefit of your clients as Users (each an “Client User”). If you are using QuickBooks Bureau Payroll Services as the agent of your 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 QuickBooks Bureau Payroll Services on your client’s behalf, and accept all liability arising from using QuickBooks Bureau Payroll Services as your client’s agent; and
• allow Intuit to provide the QuickBooks Bureau Payroll Service.

10.2. General Terms.

Subscription QuickBooks Bureau Payroll Services, Restrictions, and Responsibility for Payment.

You must purchase QuickBooks Bureau Payroll Service subscription for your Client User you support. Please review all of the details of the Quickbooks Bureau Payroll Service subscription that you purchase on behalf of your Client User; each subscription type is distinct and may provide access to different features.

When you enrol in a QuickBooks Bureau Payroll Service subscription and pay the applicable fees on behalf of the Client User, Intuit grants you a limited non-exclusive, non-transferable license to use the QuickBooks Bureau 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 QuickBooks Bureau 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 QuickBooks Bureau Payroll Services: (a) is governed by the latest version of the terms and conditions for QuickBooks Bureau 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 10.3, file and pay taxes on your behalf.

You are responsible for payment of all fees and amounts: (a) due for each QuickBooks Bureau Payroll Service subscription, or (b) payable to any 3rd party on your behalf as agreed by a QuickBooks Bureau Payroll Service subscription, including those arising from or related to Client Users subscriptions. Intuit will have no responsibility for requesting that any Client User sign into the Service or agree to this Agreement. You, as the service provider are responsible for paying Intuit all amounts owed by the Client User. We reserve all rights, including termination of this Agreement for you or any/all Client Users, discontinuation of QuickBooks Bureau 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 QuickBooks Bureau 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 QuickBooks Bureau 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 QUICKBOOKS BUREAU PAYROLL SERVICE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE QUICKBOOKS BUREAU PAYROLL SERVICE AND FOR VERIFYING RESULTS FROM USE OF THE QUICKBOOKS BUREAU 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.

10.3. Electronic Filing of QuickBooks Bureau 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 Bureau Payroll when you send filings to HMRC each time you submit your Client User payroll.

• If you choose to file your Client User payroll electronically, your Client User 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 Client User 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 Client User Payroll Transaction for any reason. By using QuickBooks Bureau Payroll Services, you consent to the disclosure of all information pertaining to your Client User Payroll Transaction to HMRC or any other tax/revenue authority. Using the system to prepare and submit your Client User Payroll Transaction to taxing authorities is subject to availability.
• You agree to print and save a copy of your Client User 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 Client User Payroll Transactions to HMRC each time you submit your Client User payroll.

10.4 Setup QuickBooks Bureau 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.

11. ACCOUNT INFORMATION SERVICES

11.1 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.

11.2 The Account Information Services described in section 11.3 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 (FRN: 792934) for the provision of Account Information Services.

11.3 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. Your bank (or other financial institution) may request that you authorize this by completing its own authority as well or instead. Once authorized, 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.

11.4 In addition to the services described in section 11.3, Intuit Limited may engage with Intuit Ireland Software Ltd 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 Ireland Software Ltd to interact with Intuit Limited and financial institutions in this way and to Intuit Ireland Software Ltd 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. Intuit Ireland Software Limited, is private company limited by shares, whose registered office is located at 112-114 St Stephen's Green, Dublin 2, D02 TD28, and which is registered under number 738322 at the Companies Registration Office and it is authorised as an account information services provider (CBI identifier C521254) by the Central Bank of Ireland. Intuit Ireland Software Limited is included on the list of institutions authorised to carry out their activities in Ireland, as published on the dedicated website of the CBI: https://registers.centralbank.ie/. The CBI’s head office is located at New Wapping Street North Wall Quay Dublin 1. D01 F7X3, Ireland.

11.5 If you have a complaint relating to the Account Information Services you can contact us by email at Complaints_UK@intuit.com.

11.6 If your complaint relates to Account Information Services and we do not resolve it to your satisfaction, or if we do not respond to your complaint on time, 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: complaint.info@financial-ombudsman.org.uk. 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/

11.7 All complaints that do not concern Account Information Services or which otherwise do not fall within the jurisdiction of the UK Financial Ombudsman Service shall be subject to the exclusive jurisdiction of the courts of England and Wales or such other court, tribunal or similar judicial body of competent jurisdiction in accordance with section 13 of Section A. Intuit expressly disclaims your ability to resolve disputes before any other forum or ombudsman service.

11.8 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 11 shall prevail as regards the provision of the regulated activity of Account Information Services.

12. Intuit does not give professional advice. We may offer specific functionality in the Intuit Services that provide you the opportunity to seek professional advice, for example the ability to speak with a tax expert. Unless specifically disclosed, Intuit is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice and you should consult with professionals for advice prior to making important decisions.

13. PRO TAX SERVICES. If you elect to enroll with Pro Tax Services, the following additional terms apply.

13.1. Access

Intuit hereby grants you access to use the Pro Tax Services solely to prepare valid tax return(s) for which you have a valid subscription to QBOA and Pro Tax Services to file electronically and/or to download such tax return(s). All proprietary rights in the Pro Tax Services and legal title thereto shall remain in Intuit or its licensors.

Intuit shall have the right at any time, in its sole and absolute discretion, to modify or delete features, and to change the operating interface in any or all of the Pro Tax Services, or to change the hardware and computer system specifications necessary or recommended to access and use the Pro Tax Services.

13.2. Representations by You.

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense the Pro Tax Services (including offering the Pro Tax Services to third parties on an applications service provider or time-sharing basis); (b) create derivative works based upon the Pro Tax Services or any part thereof; (c) copy the Pro Tax Services in whole or part, or use trade secret information contained in the Pro Tax Services, (d) to develop software or services to interface with the Pro Tax Services. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Pro Tax Services, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Pro Tax Services.

YOU REPRESENT TO INTUIT THAT THE FIRM NAME AND ADDRESS PROVIDED BY YOU IN THE PRO TAX SERVICES REGISTRATION PROCESS IS THE PRIMARY BUSINESS FIRM NAME AND ADDRESS USED BY YOU IN THE NORMAL COURSE OF BUSINESS. You represent and warrant that the Firm Name, registered Address, company number and HMRC reference (all together “Firm Details”) you have provided in the Pro Tax Services Registration Process should match the Firm Details in Intuit Pro Tax records and the Firm Details you provided to Her Majesty’s Revenue and Custom (“HMRC”) as part of your HMRC agent registration.

You acknowledge that this Firm Details will appear in the "corporation tax preparer " designation on tax returns processed using the Pro Tax Services. ANY ALTERATION, DELETION, MODIFICATION, OR CHANGE OF ANY KIND TO THE INFORMATION THAT APPEARS IN THE "PAID PREPARER" DESIGNATION IS STRICTLY PROHIBITED AND CONSTITUTES A VIOLATION OF INTUIT'S REGISTERED COPYRIGHTS (except to the extent the Pro Tax Services contains functionality permitting: (a) the preparation of "self-prepared" or "non-paid preparer" returns; or (b) an alteration, deletion, modification or change of such "paid preparer" designation expressly authorized by Intuit as evidenced by Intuit’s records).

13.3. Electronic Filing Services and Product Support.

Electronic Filing Services. When available, you may be able to choose to file returns electronically and if chosen, the tax returns will be transmitted electronically to the Intuit Electronic Filing Centre, where they will be transmitted to the applicable taxing authority. Intuit will retain any records required by law. Intuit cannot guarantee that the taxing authority will accept a return due to circumstances beyond Intuit’s control (e.g., incorrect user information, malfunction of the tax authority’s system, etc.). You are responsible for verifying the status of returns that you file electronically to confirm that they have been received and accepted by the applicable taxing authority and, if necessary, for filing them manually. By using Intuit's system to prepare and submit tax returns, you consent to the disclosure by Intuit to the HMRC and any other tax or revenue authority of all information pertaining to your use of the Pro Tax Services. Intuit reserves the right at any time to require users of the Electronic Filing Service to provide information verifying that they are Authorized HMRC e-file Providers using a valid HMRC issued BN. If you are unable or unwilling to provide information or documentation to verify your validly issued Authorized HMRC e-file Provider or BN status in a form acceptable to Intuit, or if Intuit is unable to verify or validate your status, Intuit may block your access or ability to use the Pro Tax Services or your ability to prepare, submit, process or transmit returns through the Pro Tax Services. Intuit may at any time and in its sole discretion change or discontinue any aspect, availability or feature of the Services. Year round and multi-year e-file is only supported if you are a current customer. Electronic filing in subsequent years will require a separate end user license agreement and payment of the then-current fee. The HMRC requires Intuit to notify it, in connection with the electronic filing of your tax return, of the Internet Protocol ("IP") address of the computer from which the return originated and whether the email address of the person electronically filing the return has been collected. By using this Service to prepare and submit your tax return, you consent to the disclosure to the HMRC and any other tax or revenue authority of all information relating to your use of the Electronic Filing Services.

Product Support. Intuit may offer, in its sole discretion, product support for the Pro Tax Services using a variety of methods (e.g. remote, Internet, and phone) either at no charge to you, as determined by Intuit in its sole discretion, or at Intuit's then current rates, which rates may be changed from time to time by Intuit without notice. Intuit may modify or discontinue offering Product Support at any time, in its sole discretion. Any Product Support offered by Intuit shall not constitute a continuing obligation to provide Product Support. Product Support, if offered, is subject to Intuit’s discontinuation policy. Additionally, you (and not Intuit) are responsible for providing any support to your clients in connection with their use of connected and online services.

13.4. Permitted Disclosures and Use of Data.

You acknowledge and agree that as the current system administrator for the account, (i) you may grant password protected access to the Pro Tax Services for authorized users, but assume all responsibility for granting such access in accordance with the Intuit recommended procedures for this feature, and (iii) agree to promptly report any known unauthorized access.

13.5. Professional Responsibility.

You understand and agree that all decisions regarding the tax treatment of items reflected on tax returns prepared by you using the Pro Tax Services are made solely by you and that use of the Pro Tax Services, including use of the mobile app, does not relieve you of responsibility, including those to any third party, for the preparation, content accuracy, and review of such returns. You acknowledge that you are not relying upon Intuit for advice regarding the appropriate tax treatment of items reflected on returns processed using the Pro Tax Services. You agree to review any computations made by the Pro Tax Services and satisfy yourself that those computations are correct.

You accept full responsibility for: (i) selection of adequate and appropriate Pro Tax Services to satisfy your business needs and achieve your intended results; (ii) use of the Pro Tax Services; (iii) use of the Pro Tax mobile app and appropriate initiation of client log-in credentials and access grant, (iv) all results obtained from the Pro Tax Services including client files and communications via the Pro Tax mobile app; and (v) selection, use of, and results obtained from programs, computer equipment or services used with the Pro Tax Services. You also accept full responsibility for any and all liability arising from the preparation of tax returns processed using the Pro Tax Services.

You agree that Intuit is not and shall not be responsible for retaining records of your clients' tax information, tax returns or other client data, and you hereby release Intuit from, and agree to indemnify Intuit for any liability or damages arising out of, or relating to, the loss of any such data. Intuit may retain certain client data for its own administrative purposes.

You accept full responsibility for obtaining any client and other third party consents or authorizations (in compliance with applicable governmental law, regulation and licenses) in connection with your use of the Pro Tax Services (including the transmission to, or processing, storage or retransmission by, Intuit of client tax return information), and hereby represent that you have or will obtain such consents or authorizations. You agree that Intuit is not and shall not be responsible for retaining records of your clients’ tax information, tax returns or other client data, and hereby release Intuit from, and agree to indemnify Intuit for any liability or damages arising out of, or related to, the loss of any such data. Intuit may retain and use certain client data as may be required by law or otherwise for its own administrative and business purposes, which may include testing, improving, and developing Pro Tax Services functionality, as well as statistical analysis of such data. You are solely responsible and liable for the security of the Pro Tax Services and controlling any access or use thereof including, but not limited to, the designation of systems administrators, account passwords and the designation of any bank account information where proceeds from bank products are deposited. You are responsible for protecting the information on your computer(s) such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your computer(s).

Confidentiality. 

Information about your clients that you provide to Intuit will not be disclosed to third parties without your permission, except in the following instances: (i) to fulfill a request for services you've requested; (ii) to vendors who perform a specific function on behalf of Intuit and its affiliates and have agreed to keep such information confidential; or (iii) when required by law or to comply with a legal process. Such information is available to Intuit personnel on a need-to-know basis, who are trained on proper data handling.

14. QUICKBOOKS PAYMENTS.

14.1 Introduction to QuickBooks Payments. 

In this clause 14, the terms “Intuit,” “we,” “our” or “us” shall refer to Intuit Limited. Intuit allows users to access payments functionality as a feature of certain Services. Payment functionality may include payments by card, bank transfer (electronic bank payment) and other payment processing services (collectively, “QuickBooks Payments”). The additional terms and conditions of this Part N apply to Intuit’s offering of QuickBooks Payments (the "QuickBooks Payments Terms"). By accessing and/or making use of QuickBooks Payments, you hereby agree to adhere to the additional QuickBooks Payments Terms. In order to access QuickBooks Payments, you must have and maintain a valid subscription to the QuickBooks Online Account.

QuickBooks Payments offers payment functionality by allowing you, via certain Services, to access and use payment, banking and related services provided by Adyen N.V. (“Adyen”) under the Adyen for Platforms Terms & Conditions (the “Adyen Terms”). QuickBooks Payments is only made available in the United Kingdom. In connection with enabling you to receive payments from your customers through QuickBooks Payments, Intuit acts as a technical services provider enabling Adyen to receive your instructions and receive, hold, and settle payments to you pursuant to this Agreement and the Adyen Terms. Intuit will not, as agent or otherwise, initiate, accept or approve any transaction, or any component thereof, on your behalf. Intuit will not make any individual instructions towards Adyen regarding the settlement of your funds, and settlement is not subject to review or approval by Intuit. In connection with QuickBooks Payments, Intuit will allow you to submit details of proposed transactions to Adyen via the Adyen APIs that are connected to Intuit for processing by Adyen in accordance with the Adyen Terms and the QuickBooks Payments Terms. 

You acknowledge and accept that banking and payment services are provided solely by Adyen (apart from account information services that are provided by Intuit in accordance with section 11 of the Additional Terms and Conditions). Adyen is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (FRN: 779800). In addition, Adyen is licensed as Credit Institution by De Nederlandsche Bank and registered in the Netherlands under the company number 34259528. Intuit is not a bank and does not handle customer funds.

To access the payment services provided by Adyen, you shall accept and be bound by the Adyen Terms, as amended by Adyen from time to time. You confirm to have taken notice of and to accept the following terms and restrictions: the Adyen Terms (click here to review); Adyen Prohibited and Restricted Products and Services list (click here to review). You understand and agree that a direct debit mandate from you to Adyen may be required to be onboarded by Adyen. The Adyen Terms shall apply in addition to these QuickBooks Payments Terms. Terms used but not defined in these QuickBooks Payments Terms shall have the meaning given in the Adyen Terms. 

14.2 Onboarding and KYC. 

You will be required to provide certain information to Intuit and/or Adyen as part of our or their initial onboarding processes and as requested by Intuit or Adyen from time to time. You agree and understand that Intuit’s decision to provide QuickBooks Payments is conditional on your satisfaction of the Intuit onboarding processes and shall be determined by Intuit in its sole and ultimate discretion. Adyen will in its sole and ultimate discretion determine if you may access the services that are to be provided by Adyen by it applying its acceptance and onboarding policies, in accordance with the Adyen Terms. 

To access QuickBooks Payments and the services that are to be provided by Adyen, Intuit and Adyen have agreed that you will initially deliver your know-your-customer and other onboarding information to Intuit directly, who will use this information for its own onboarding processes and will also share relevant material with Adyen for its onboarding processes. You consent to such disclosure by Intuit to Adyen. Intuit may assess and verify any material that you provide and request further information. In addition, Adyen may require additional know-your-customer information to be provided by you and may directly contact you to collect such information. 

You are liable to us for all losses and expenses incurred by us or Adyen that arise out of your failure to report any changes to information provided. Intuit reserves the right immediately to terminate the QuickBooks Payments Terms or suspend your access to QuickBooks Payments in the event of a change in information you previously provided to us or if the information you have provided to us is not true, accurate or complete.

You acknowledge that, should you fail to provide or update any of the information required, Intuit may, acting in its sole and ultimate discretion, suspend, freeze or otherwise limit your access to QuickBooks Payments.

14.3 Eligibility for QuickBooks Payments; Your Obligations and Prohibited Practices

In order to be onboarded and to attain and maintain access to QuickBooks Payments, you represent and warrant that: 

• You are either: (i) a corporate body or private limited company duly registered and incorporated in the United Kingdom; or a (ii) a sole trader operating a business within the United Kingdom and acting at all times in such capacity.
• You and your representatives (including any beneficiaries, direct or indirect minority or majority owners, affiliated and/or associated parties) are not: (a) on any sanctions lists in the countries where the Developer Application and the Services are available, (b) doing business in jurisdictions subject to comprehensive embargoes or comprehensive sanctions, as relevant under applicable law, including Cuba, Iran, North Korea, Syria and the regions of Crimea, Zaporizhzhia, Kherson, Donetsk or Luhansk, in the Ukraine, or Russia, and (c) a military end user as defined in Title 15 of the U.S. Code of Federal Regulations, Part 744. 
• All transactions submitted by you are bona fide transactions and in compliance with the Scheme Rules, these QuickBooks Payments Terms, the Adyen Terms and applicable law.
• You will fulfill all your obligations to your customers and will resolve any customer disputes or complaints directly to the extent possible.
• You will not use QuickBooks Payments, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of QuickBooks Payments.
• You will take steps to prevent fraudulent activity, including authorised push payment fraud and fraud committed by your customers, occurring through or in connection with QuickBooks Payments. You will follow any advice or warnings of fraud or scam risk provided by Intuit, Adyen the police or another law enforcement agency, report any potential fraud as soon as possible to Intuit and the police, and respond to any request from Intuit, Adyen or law enforcement in relation to a potential or actual fraud.
• You are not listed on a VISA Terminated Merchant File, MasterCard MATCH, or any other third party or governmental prohibited merchant or individual lists. If previously identified by VISA risk programs, you must self-disclose when the identification occurred and under what specific programs. 
• You will use QuickBooks Payments in a manner that is consistent with the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, the Consumer Rights Act 2015 and any other applicable laws, including laws pertaining to privacy and data protection.
• You will use QuickBooks Payments in a manner that is consistent with the Scheme Rules, which may include the rules and operating regulations issued from time to time by: credit card and payment networks (i.e. VISA, MasterCard, American Express, JCB, Discover, Apple Pay, Google Pay, Samsung Pay, PayPal, etc.); the Bank of England or Pay.UK for the purposes of CHAPS, Faster Payments or Bacs; the Payment Card Industry, including but not limited to the Payment Card Industry Data Security Standards (“PCI DSS”). Such compliance may require you to have data security policies and processes in place to protect personal data, as well as cardholder and payor payment. 
• You shall not use QuickBooks Payments to facilitate payment for the sale of any product or services whose offering, sale or provision is prohibited by applicable law or any Scheme Rule. Your obligation to comply with such rules and standards apply regardless of whether we have posted such rules and standards on our website or otherwise made them available to you. 
• To the extent that compliance with the QuickBooks Payments Terms would result in a breach of applicable law or the applicable Scheme Rules, you shall comply with applicable law or the Scheme Rules.
• You shall not use QuickBooks Payments to facilitate the collection of payments under a credit agreement
• You shall only use QuickBooks Payments to facilitate payment for products and services sold or supplied by you to your customer and only for the business, purpose and type of product or serviced described by you in your onboarding process
• Each payment that you process through QuickBooks Payments is for the completed and fulfilled sale of goods or services from you to a customer, or prepayment of such sale
• You shall not present for processing or credit, directly or indirectly, any transaction not originated as a result of a transaction directly between you and a payor.
• You shall not present for processing or credit any transaction you know, or should know, to be fraudulent or not authorised by a cardholder, payor, or customer.
• You shall not receive any cash payments from a customer for charges included in any card processing transaction resulting from the use of a credit or debit card.
• You shall not receive any payment from a payor or customer to prepare and present a transaction for the purpose of affecting a deposit to that customer or payor’s account.
• You shall not process any transaction for the purpose of obtaining or providing a cash advance either on a card or other payment instrument owned by you or any other party. 
• You shall not process duplicate transactions and will be solely responsible for the full amount of any duplicate transactions.
• Any Refund or reversal of a transaction initiated by you represents a bona fide refund or adjustment on a payment transaction.
• You shall not accept or process any fraudulent transaction and may not present for processing or credit, directly or indirectly, a transaction which originated with any other merchant or any other source. 
• You shall not use QuickBooks Payments to engage in any activity that is reasonably likely to cause notoriety, harm, or damage to the reputation of Intuit, Adyen, financial institutions, payment systems and card or payment networks
• You shall use the correct Merchant Category Codes (MCC) where relevant.
• You shall not disburse funds in the form of traveler’s checks, if the purpose is to allow the payor or customer to make a cash purchase of goods or services rendered back to the issuer.
• You shall not add any tax or surcharge to transactions that are facilitated through QuickBooks Payments, unless it is done accurately and applicable law expressly allows or requires you to impose such tax or surcharge.
• Services offered by Adyen, via QuickBooks Payments, shall not be used for any product or service which appears in Adyen's Prohibited and Restricted Services and Products List as published on https://www.adyen.com/legal/listrestricted-prohibited (except if for products or services in the “restricted” category an express waiver is agreed by Adyen).
• In addition to complying with Adyen’s policies, including the Prohibited and Restricted Services and Products List, you shall comply with the Intuit Acceptable Use Policy and any updates thereto. The Acceptable Use Policy restricts use of QuickBooks Payments in connection with certain types of prohibited merchants, activities and business types, and transactions. If you are engaged in any of the prohibited merchant categories, activities and business types, or transactions described in our Acceptable Use Policy, you are not eligible (or may become ineligible) to use QuickBooks Payments. 
• You shall comply with any processing limits imposed by Adyen or Intuit in accordance with the “Limits” section below. 
• You shall keep all systems and media containing account, customer, or transaction information that comes into your possession (physical or electronic, including but not limited to account numbers) in a secure manner to prevent access by or disclosure to anyone other than your authorised personnel
• You shall take all steps reasonably necessary to ensure any cardholder or payor payment information that comes into your possession is not disclosed or otherwise misused and to destroy any data that you no longer deem necessary or appropriate to store.
• From time to time, Intuit may publish additional guidelines, policies, and rules (collectively “Intuit Policies”) governing your use of QuickBooks Payments. To the extent Intuit Policies apply to you, you shall use QuickBooks Payments in a manner consistent with such policies and to provide any information we deem necessary to verify your compliance with such Intuit Policies. 
• In the event of a breach, unauthorised access or compromise of payor or cardholder data that comes into your possession or of which you become aware, you shall immediately notify us and provide us with detailed information relating to the breach or compromise.
• Your use of QuickBooks Payments, including the sale of goods and services through usage of QuickBooks Payments, shall at all times be in compliance with “Sanctions”. “Sanctions” means any laws or regulations relating to economic or financial, trade, immigration, aircraft, shipping or other sanctions, export controls, trade embargoes or restrictive measures from time to time imposed, administered or enforced by the United Kingdom, including by His Majesty's Treasury, the Office of Financial Sanctions Implementation, the Department of Business and Trade, the Export Control Joint Unit, the Office of Trade Sanctions Implementation and HM Revenue and Customs; the European Union; the United Nations Security Council; or by the United States of America, including by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.
• In accessing QuickBooks Payments or requesting to process a transaction via QuickBooks Payments, you shall take all measures, actions and steps in order to ensure that no transactions or interactions occur with any payor or persons (natural or entities) that are, or are owned or controlled by persons that are, either included in any Sanctions lists; or (b) located, organised or resident in a country or territory that is, or whose government is, the subject of sanctions, including, as relevant under applicable law, Cuba, Iran, North Korea, Syria and the regions of Crimea, Zaporizhzhia, Kherson, Donetsk or Luhansk, in the Ukraine, or Russia); or (c) is otherwise restricted by trade or sectoral Sanctions. 
• The information you provide to Intuit and Adyen is true, accurate, and complete. 
• You shall update us on an ongoing basis if any information that was provided to Intuit or Adyen, including as part of the onboarding process, changes. In particular, if the scope or nature of your business, or the type of products or services you offer, changes, you agree to notify us prior to such change.

We may monitor your compliance with the representations and warranties above. To the extent you do not comply with representations and warranties above, you must notify us as soon as possible. Non-compliance may result in requests for further information or suspension or termination of your access to QuickBooks Payments. 

14.4 Verification; Credit Checks for QuickBooks Payments. 

You agree and authorise us, without limiting any authorisations you provide as set forth in this Agreement, (directly or through third parties) to make any inquiries we consider necessary to verify your or, in the case of an entity, the principals’ or owners’ identities, and account information, or to determine your business’ current and ongoing creditworthiness, financial status, and/or ability to perform the obligations hereunder. This may include asking you to confirm your email address, mobile/phone numbers, or bank accounts or payment accounts, or by verifying your information against third-party databases. You agree that we may access and use your QuickBooks account information for underwriting, identity verification, or fraud analysis purposes. You further authorise us to disclose any information obtained from any source (including credit reports) to Adyen or any governmental, administrative, or regulatory entity, our respective vendors and affiliates for fraud or verification purposes, any third party that is involved in the provision of QuickBooks Payments, or to comply with applicable law or any lawful request for information from any regulator or investigation. You acknowledge and agree that we may request that you provide additional information at any time, including but not limited to: a copy of a government-issued ID (such as a passport or driver’s license); your business license; taxpayer ID number; financial, account or bank statements; utility bills; or your personal or business tax returns. You consent to us updating your account information from time to time based on information provided by or to you, Adyen, your bank, other payments services providers, or other reliable data sources used to evaluate the current status of the business and/or its owners. 

Intuit does not provide credit information services for the purposes of Article 89A of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544 (“RAO”) or credit references for the purposes of Article 89B of the RAO. We will not be carrying on either activity in relation to either QuickBooks Payments. For the avoidance of doubt, to the extent that you are an individual, a partnership consisting of two or three persons not all of whom are bodies corporate, or an unincorporated body of persons which does not consist entirely of bodies corporate and is not a partnership, the following conditions shall apply:

• We will not, on your behalf, ascertain whether a credit information agency (as that term is defined in Article 89A of the RAO) holds information relevant to your financial standing or ascertain the contents of such information; 
• We will not, on your behalf, secure the correction of, the omission of anything from, or the making of any other kind of modification of, such information;
• We will not, on your behalf, secure that a credit information agency which holds such information either stops holding the information, or does not provide it to any other person;
• We will not give you advice in relation to the taking of any of the foregoing steps;
• To the extent that we furnish persons with information relevant to your financial standing, this activity is carried on by us in the course of a business which does not primarily consist of such activity. 

14.5 Pricing, Payment and Invoicing.

 All rates and fees are in Pounds Sterling (GBP) and subject to change; where you may become subject to any increase in rates or fees, we will provide notice. We may provide you notice by posting updated pricing or terms on our website or by sending you email communications. Notwithstanding anything to the contrary in this Agreement, price changes are effective on the date indicated on our notice or posted terms. By continuing to access and use QuickBooks Payments after we have provided you notice of any price changes, you are agreeing to such changes. All fees due in connection with QuickBooks Payments, or which are due or payable to Adyen or to us, are non-refundable, whether such fees are set-up fees, transaction fees, monthly subscription fees, or other fees. You may incur price increases should you request changes to QuickBooks Payments offerings, and notwithstanding anything to the contrary in the Agreement, you agree to pay the increased fee starting on the date of confirmation of your QuickBooks Payments offering change or immediately following the termination of your QuickBooks Online subscription. You agree to immediately pay us all fees set forth in this Agreement, the applicable Pricing Schedule, and/or in other provisions of these QuickBooks Payments Terms. You agree that you will also be responsible for any Chargebacks, Refunds and any fees, fines, or penalties assessed to us or to you, including under any Scheme Rules, by any card or payment network as a consequence of your use or misuse of QuickBooks Payments or your card processing activities. You agree that we may collect reasonable fees (including legal fees) arising out of, or related to, our efforts to collect fees or other amounts from you. 

Intuit will issue you invoices from time to for the service of making QuickBooks Payments available to you. Note that Adyen will not invoice you for any additional or separate fees for the use of QuickBooks Payments or Adyen's payment or banking services, except as described in these QuickBooks Payments Terms or the Adyen Terms. Instead, Intuit has established separate arrangements for compensating Adyen in respect of its services.

You should check your invoices and statements regularly. If you wish to dispute payment to Intuit, or collection by Intuit of any fee, you must provide written notice of such dispute within forty-five (45) days after you received a statement or invoice containing the fee.

14.6 Limits. 

We or Adyen may establish processing limits and assign a maximum pound sterling or other currency amount per transaction and/or an aggregate maximum amount per calendar month (or any other time period we designate) that we will facilitate through QuickBooks Payments at any time. You may request an increase in your per transaction limit or your aggregate processing volume by submitting a request to us. Any increase shall be at our sole and ultimate discretion. We and Adyen each reserve the right to reverse and decrease any maximum amounts previously authorised or to apply conditions to any processing limits. We or Adyen may require additional documentation if you exceed your approved processing limits and you agree to promptly provide such documentation upon request. You agree that Intuit or Adyen may, in its sole and ultimate discretion, elect to block or not to facilitate transactions over your approved aggregate processing volume or per transaction limits, and/or to suspend or terminate your access to QuickBooks Payments in the event of over-limit transactions.

14.7 Settlement of Transactions. 

Intuit will communicate your transactions under these QuickBooks Payments Terms to Adyen for processing. Adyen may present and process such transactions to the appropriate financial institution for collection against your customer’s or payor’s account. Settlement of all transactions shall be carried out in accordance with Adyen’s Terms and applicable Scheme Rules. 

As described in the Adyen Terms, the funds that Adyen receives from payment service users or via another payment service provider will be held in payment processing account(s) by Adyen. Adyen will subsequently settle received funds directly to you - withholding from the received funds the fees agreed between you and Intuit and as set out in these QuickBooks Payments Terms. By accessing QuickBooks Payments, you are deemed to instruct Adyen on an ongoing basis to deduct the fees owed to Intuit from settled funds received by Adyen on your behalf. 

14.8 Depositor Protection. 

Adyen has notified us that customer funds received by it may be not protected by the UK Financial Services Compensation Scheme or the deposit protection scheme operated by De Nederlandsche Bank. Intuit is not responsible for that determination. In the event that Adyen fails to repay you or becomes insolvent, your money may be at risk and you could lose all your funds. Intuit does not hold any customer funds; if Adyen fails to repay you or becomes insolvent, you shall have no claim against Intuit. 

14.9 Chargebacks. 

Your customers may dispute transactions, which may lead to a payment transaction being reversed or returned, otherwise known as a “Chargeback.” Intuit does not decide what transactions are charged back and Intuit does not determine the ultimate resolution of a Chargeback. Your customers may be able to successfully charge back a transaction even though you have provided your goods or services to the customer. You shall be responsible for all Chargebacks and will indemnify us for the total amount of any sale for which a customer disputes the validity of the sale, plus any applicable Chargeback fees imposed by us or a third party, including VISA and MasterCard chargeback arbitration fees, in accordance with the Scheme Rules and the terms of the QuickBooks Payments Terms and the Adyen Terms. You may not re-enter or reprocess any payment transaction that has been charged back.

14.10 Currency conversion.

In accordance with the Adyen terms, Adyen may process transactions and settle funds in the currency in which the transaction was submitted for processing, provided you make a bank account available in the relevant currency to enable settlement in such currency.

14.11 Intuit Right of Recoupment and Set-off.

Intuit has the right of recoupment and set-off under this Agreement. This means that we may offset any outstanding or uncollected amounts owed to us from any amounts owed to you under this Agreement or any other agreement. 

You are liable to Intuit and Adyen for any Chargebacks, Refunds, Fines or costs arising to Adyen or Intuit as a result of your of breach Scheme Rules, applicable law, our policies or this Agreement, as well as any associated fees or costs, (together, the “Costs”), that arise through your use of QuickBooks Payments. You acknowledge that Intuit may become liable to Adyen for any Costs that Adyen has not recovered from you directly. If this occurs, you instruct Adyen on an ongoing basis to deduct from settled funds received by Adyen on your behalf an equivalent amount as that has been paid by Intuit to Adyen, and to transfer such amounts to Intuit. In addition, to access QuickBooks Payments, you may be required to grant Intuit a direct debit mandate against your bank account. This direct debit may be used by Intuit to recover an equivalent amount as that paid by Intuit to Adyen in respect of unrecovered Costs. If Intuit recovers Costs due to it or Adyen through settled funds transferred to it by Adyen, or by exercising its direct debit mandate, this will extinguish your liability for such Costs to Adyen and Intuit. Notwithstanding this provision, we reserve our rights to exercise any other legal rights and remedies we may have under law or equity, including against you or your customers. 

“Refunds” means a (partial) reversal of a particular transaction by Adyen at your request (which request may be delivered via QuickBooks Payments), whereby the funds are reimbursed to the payor.

14.12 Policy Violations; Action Upon Termination for Cause. 

If Intuit incurs any damages because you violate our policies, this Agreement or any other applicable terms or agreement between you and Intuit, the Scheme Rules, any applicable laws, or otherwise cause Intuit to incur any expenses, we may terminate this Agreement. Where Intuit is fined or charged a penalty or fine by a third party, Intuit may pass on those fines or penalties to you. Without limitation to the rights afforded to Intuit in this Agreement, including under the Intuit Right of Recoupment and Set-off section above, Intuit may take legal action against you to recover additional losses, investigation costs, fines, or legal fees we may incur. 

14.13 Excessive Chargebacks. 

Excessive Chargebacks are a breach of this Agreement and result in Intuit being entitled immediately to terminate your access to QuickBooks Payments. “Excessive Chargebacks” means, during any monthly period: (a) Chargebacks and/or retrieval requests in excess of 1% of the average monthly amount of transactions; or (b) Faster Payments / CHAPS / Bacs unauthorised returns in excess of 0.5%, or returns in excess of 3%, of the average amount of transactions. When calculating whether you have exceeded the Excessive Chargeback thresholds, we may include fees that may be imposed by Adyen, banks, payment service providers, and card or payment network. You authorise us, upon the occurrence of Excessive Chargebacks, to take additional actions we may deem necessary, including, but not limited to, suspension of QuickBooks Payments. 

14.14 Unusual Activity; Holds; Risk Reviews.

Intuit and Adyen may apply fraud control tools to assess your use of QuickBooks Payments. Intuit and Adyen will also apply sanctions screening tools to your access and use of QuickBooks Payments. If we believe there is fraud risk, sanctions risk or unusual activity being undertaken by your usage of QuickBooks Payments, we may, in our sole and ultimate discretion, suspend your access to QuickBooks Payments, limit the functionality available to you through QuickBooks Payments and/or terminate your access to QuickBooks Payments. Adyen may, in accordance with the Adyen Terms, suspend or delay settlement of funds in certain circumstances, which may include fraud risk, sanctions risk or unusual activity. Unusual activity includes, but is not limited to: (a) changes in your average transaction amount or processing pattern; (b) monthly percentage of different transaction types; or (c) Excessive Chargebacks. 

14.15 Use of Card Network Trademarks and Other Payment Program Marks. 

Use of promotional materials and use of any trade name, trademark, service mark, or logo type (“Marks”) associated with Intuit, Adyen or card or payment networks shall be limited to informing the public and your customers that certain payment or card types are accepted at your place(s) of business. You may use promotional materials and Marks pursuant to these QuickBooks Payments Terms in connection with your use of QuickBooks Payments but shall immediately cease their use and return any inventory to us upon termination of your use of the QuickBooks Payments. You agree not to use any promotional materials or Marks in any way that implies that a card or payment network or Intuit or Adyen endorses any goods or services that your business provides to customers or payors. Your use of VISA, MasterCard, American Express, Discover, Diner’s, Apple Pay, Google Pay, Samsung Pay PayPal, or any other Marks of credit, debit card or payment networks will fully comply with their applicable Scheme Rules.

14.16 Records; Requests for Copies. 

You must retain a copy of all customer receipts and return/credit receipts for at least six (6) years after the date of a payment transaction. Within three (3) business days of your receipt of any written or verbal request from Intuit, Adyen, another payment service provider, or a card or payment network, you agree to provide a copy of any requested transaction receipt.

Additionally, if you receive a user identification name or password from us to access our database or use QuickBooks Payments (the “Account Access Password”), you will: (a) keep the Account Access Password confidential; (b) not allow any other entity or person to use the Account Access Password or gain access to our database; (c) be liable for all action taken by any user of the Account Access Password and indemnify Intuit for all claims brought by a third party against Intuit with regard to use of the Account Access Password; and (d) promptly notify us if you believe the Account Access Password has been used inappropriately, or the confidentiality of the information made available through such use has been compromised.

You agree that any loss incurred as a result of any party gaining access to QuickBooks Payments using information which that party was not authorised to obtain or using such information in a manner not permitted by this Agreement (including but not limited to improper or unauthorized use of the Account Access Password) shall be your responsibility.

14.17 Your Insolvency; Administration; Bankruptcy. 

You must immediately notify us of your insolvency or of any bankruptcy or bankruptcy petition, application or order, winding up, administration, receivership, appointment of an administrative receiver, assignment or compromise with or for the benefit of creditors, or similar action or proceeding initiated by or against you, whether or not such action or proceeding is under court supervision. Unless prohibited by applicable law, we may terminate this Agreement upon the commencement or occurrence of any such of these events, actions or proceedings. 

14.18 Taxes. 

You are responsible for all taxes and other charges imposed by any governmental authority in connection with your use of QuickBooks Payments. You are solely responsible for determining any and all taxes assessed or required to be collected, and/or paid by you in connection with your use of QuickBooks Payments. 

14.19 Merchant Service Center (“MSC”); Your Consent to Electronic Communication. 

Upon approval of your access to QuickBooks Payments, we will provide you a user ID and password and you will be able to access our customer service portal, also known as the MSC. We will communicate with you mainly through the MSC or via email. You agree that Intuit or Adyen may send communications to you via the MSC, SMS/text, and email, and/or may make communications available to you by posting them at one or more of our websites. If you decide that you do not want to receive future communications electronically, you may indicate as such in the product, or write to us at Intuit Limited, Cardinal Place, 80 Victoria Street, London, SW1E 5JL, England or by contacting customer care at 0808 234 5337. If you do not provide your consent to receive electronic communications, Intuit reserves the right to discontinue your access to QuickBooks Payments. 

14.20 Intuit’s Use of Your Information. 

You agree that Intuit may maintain and use your data or information (including Personal Data) in accordance with the Intuit Global Privacy Statement posted at Intuit Global Privacy Statement. Intuit, at its sole and ultimate discretion, may (a) report information about you and your account to Adyen, credit reporting agencies, fraud monitoring services, and other third-party vendors to the extent necessary to provide QuickBooks Payments or to manage our risk; or (b) share your information with law enforcement, government agencies, credit bureaus, fraud detection and monitoring services, or card or payment networks if we suspect fraud or unusual activity, for any debt collection purpose, or as otherwise specified in this Agreement. Intuit, at its sole and ultimate discretion, may access, use or request any data or information (including Personal Data) that Adyen holds in relation to you, for the purposes of providing QuickBooks Payments. Intuit may provide merchants with optional recommendations or tips intended to help optimise their businesses, which may be based on transaction history and performance. You agree that Intuit may use your transaction history and performance data in an aggregated form for this purpose. 

You acknowledge and agree that Intuit may be required to report your name or information on your activities to national crime agencies, law enforcement or any other third party including but not limited to the Financial Conduct Authority, the Bank of England, the Prudential Regulation Authority, the Payment Systems Regulator, Pay.UK, De Nederlandsche Bank, or the card or payment networks, such as for inclusion into VISA Terminated Merchant File, MasterCard MATCH, or any other prohibited merchant list, in the event of fraud, counterfeit, unauthorised transactions, highly suspect activity, Chargebacks, Excessive Chargebacks, or if we terminate your access to QuickBooks Payments. You agree to such reporting and waive any claims against Intuit as a result of such reporting.

14.21 Support and Complaints. 

Although QuickBooks Payments offers payment functionality by allowing you, via certain Services, to access and use services offered by Adyen, Intuit and Adyen have agreed that Intuit will provide initial support if you have any questions, issues or complaints with the payment, banking or other services provided by Adyen. You can contact Intuit at 0808 234 5337. If your complaints relate to QuickBooks Payments, then Adyen’s complaints procedures, which is currently available at [link], will apply even if your interactions are with Intuit. To resolve your complaint, Intuit may request certain documents and/or information from you to procure the handling and resolution of the issue or the complaint.

If your complaint relates to payment, banking or other financial services and Intuit or Adyen does not resolve it to your satisfaction, or if we do not respond to your complaint on time, 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: complaint.info@financial-ombudsman.org.uk. 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/. All complaints that do not concern payment services or which otherwise do not fall within the jurisdiction of the UK Financial Ombudsman Service shall be subject to the exclusive jurisdiction of the courts of England and Wales or such other court, tribunal or similar judicial body of competent jurisdiction in accordance with section 13 of Section A. Intuit and Adyen expressly disclaims your ability to resolve disputes before any other forum or ombudsman service.

14.22 Limitation of Liability. 

You agree that where any loss, liability, cost or expense is caused by Adyen or another payment service provider, card scheme or third party in relation to your access or use of QuickBooks Payments, 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 or as expressly set out in the QuickBooks Payments Terms. In particular, to the extent that Adyen is required under applicable laws and regulations to deposit safeguarded funds in a secure account or to hold protected deposits, Adyen will be solely responsible for this. In the event that Adyen becomes insolvent or does not provide such segregation, Intuit will not be responsible for your losses, the amounts in your or other customer accounts with Adyen, the recovery of your funds or for any failures of Adyen to segregate or otherwise comply with applicable laws and regulations.

In circumstances where Intuit and Adyen 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 Adyen or because of your inability to fully recover from Adyen beyond what our liability would have been had no such limitation been agreed and/or if Adyen 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.

14.23 Rights of Third Parties.

Except as set out in this clause, no person shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the QuickBooks Payments Terms. 

Adyen shall have the right to enforce any term of this QuickBooks Payments Terms which confers a benefit on Adyen against you, in accordance with and subject to the provisions of the Contracts (Rights of Third Parties) Act 1999. We or you may vary or rescind these QuickBooks Payments Terms without the consent of Adyen, in accordance with these QuickBooks Payments Terms. The rights afforded to Adyen shall not interfere with, or limit, Intuit’s rights to enforce any of the QuickBooks Payments Terms. 

14.24 Unclaimed Property; Compliance; Inactive Accounts. 

Any funds that you receive in connection with QuickBooks Payments, and that we or Adyen are unable to clear and/or settle to you for any reason, including your abandonment of your account or your failure to remedy any deficiencies in the information we are required to collect for anti-money laundering purposes, may be treated as unclaimed property by Adyen and will be held by Adyen in accordance with the Adyen Terms. At our sole and ultimate discretion, we may suspend your access to QuickBooks Payments in the event you do not use QuickBooks Payments to facilitate a payment for six (6) months.

14.25 Termination of QuickBooks Payments. 

You acknowledge that your QuickBooks Payments access will be terminated if you cancel your QuickBooks Online Account and you may no longer have access to any of the data or Content through QuickBooks Payments. 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 QuickBooks Payments after any cancellation or termination of QuickBooks Payments or your QuickBooks Online Account or this Agreement.

15. APPLE REQUIREMENTS.

If you downloaded the Services from the Apple iTunes Store the following apply:

15.1. 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.

15.2. 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.

15.3. 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.

15.4. 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.

15.5. 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.

15.6. 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.

15.7. 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.

15.8. Developer Contact Info:

Direct any questions, complaints or claims to: Intuit Inc, 2632 Marine Way, Mountain View, CA 94043.

15.9. 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.

Rev DD/MM/YYYY - 05/06/2025