1. Introduction & Acceptance

Welcome to qbsimplify.com (the “Site”). These Terms & Conditions ("Terms") govern your access to and use of the Site and any services offered through it (collectively, the “Services”). By accessing or using the Site, clicking “Accept,” submitting an order, providing payment authorization (including an ACH mandate), or otherwise engaging QBSimplify, Inc. (“qbsimplify”), you agree to be bound by these Terms and the QBSimplify, Inc. Bookkeeping & Accounting Services Agreement (the “Service Agreement”), together with any executed Order Forms, Scope Addenda and Data Processing Addendum(s) (each an “Addendum”). If you do not agree to these Terms, do not use the Site or the Services.

2. Applicability & Priority of Documents

These website Terms summarize key policies found in the Service Agreement and related Addenda. In the event of any conflict between these Terms and a signed Service Agreement, the signed Service Agreement, Order Form and any executed Addenda control.

3. Key Definitions

• Client / You: the individual or entity receiving Services from qbsimplify.
• Services: bookkeeping, QuickBooks setup/cleanup, transaction categorization, reconciliations, payroll advisory, reporting, consulting and related services described in an Order Form.
• Deliverables: reports, reconciliations, bookkeeping outputs and other work products delivered to Client.
• Your Data: any data, files or information supplied by Client or processed on Client’s behalf.
• DPA: Data Processing Addendum governing processing of Personal Data where applicable.

4. Services — Scope, Delivery & Modifications

qbsimplify will provide Services only as described in an executed Order Form and Scope Addendum. Services are provided remotely unless otherwise agreed. Any work outside an executed Order Form is out-of-scope and billable at the rates set forth in the Order Form or as otherwise agreed in writing. Changes to scope must be documented in a written change order and may affect time and fees.

5. Client Responsibilities

To enable qbsimplify to perform the Services, Client must:

• Provide timely, accurate and complete financial data, source documents and system credentials.
• Maintain required third-party accounts and subscriptions (e.g., QuickBooks, bank/merchant portals) and provide access as required.
• Follow qbsimplify’s instructions for secure credential handling and promptly notify qbsimplify of any suspected credential compromise or security incident.
• Keep backups and original copies of financial records (qbsimplify’s services do not replace Client recordkeeping responsibilities).
• Ensure the person entering into agreements has authority to bind the Client.
• Comply with all applicable laws, export controls and sanctions when using Services.

qbsimplify is not responsible for errors, omissions, or delays resulting from Client-provided inaccurate, incomplete or untimely information or for Client’s failure to maintain third-party subscriptions or access.

6. Fees, Invoicing & Payment Authorization

All fees, billing cycles, deposits and payment terms are set forth in the Order Form. Unless otherwise provided, fees are due as invoiced or prior to commencement of Services.

• Payment Methods: Client authorizes qbsimplify to collect payments via ACH (with a signed ACH mandate on file), credit/debit card or other agreed method. A valid, signed ACH authorization must be on file before any ACH debit.
• Billing Disputes: Client must notify qbsimplify in writing of any invoice or billing dispute within seven (7) business days of invoice receipt and provide supporting documentation. Failure to timely notify qbsimplify will be deemed acceptance of the invoice.
• Returned Payments & Fees: Returned ACH items, chargebacks or other payment reversals may result in additional service fees (e.g., a returned-ACH fee as specified in the Order Form), bank charges, and suspension of Services until the matter is resolved and charges are recovered.
• Late Payments: Overdue amounts may incur late fees, interest, or suspension of Services as set out in the Order Form (e.g., 1.5% per month or the maximum permitted by law) and Client remains responsible for all collection costs.
• Taxes: Client is responsible for all applicable taxes, duties or levies (excluding qbsimplify’s income taxes). If law requires Client to withhold any amount from payments, Client must gross up payments such that qbsimplify receives the full invoiced amount.

7. Refunds, Review Period & Chargebacks

Unless otherwise specified in the Service Agreement or a written agreement, qbsimplify provides a seven (7) calendar day review period following delivery of Deliverables. Client must submit any dispute, revision request or refund claim in writing to support@qbsimplify.com within that period. After the review period, Deliverables are deemed accepted and fees are non-refundable except at qbsimplify’s sole discretion.

Chargebacks & Recoveries: Client must not initiate chargebacks for valid, authorized Services. If a chargeback, payment reversal, or other disputed payment is initiated and ultimately resolved in qbsimplify’s favor, Client will be liable for: (a) the disputed amount; (b) all bank and payment processor fees; (c) administrative, collection and recovery costs; and (d) reasonable attorneys’ fees and expenses incurred by qbsimplify. qbsimplify reserves the right to suspend Services during investigation. qbsimplify also reserves the right to pursue all available remedies, including contacting payment processors, reporting abusive or fraudulent behavior to relevant authorities, and pursuing civil or criminal legal action to recover amounts related to fraudulent or unauthorized chargebacks.

8. Term, Suspension & Termination

Term, renewal, and termination rights are governed by the Service Agreement and Order Form. Summary terms:

• Term: Services commence on the Effective Date (per the Order Form) and continue until completion or earlier termination in accordance with the Service Agreement.
• Client Termination: Client may terminate the engagement by providing ten (10) business days’ written notice, subject to payment for Services performed through termination.
• qbsimplify Termination & Suspension: qbsimplify may suspend or terminate Services for non-payment, material breach, fraud, suspicion of illegal activity, or to comply with law. qbsimplify may also suspend Services for security, maintenance or emergency reasons with notice where practicable.
• Effect of Termination: On termination Client must retrieve its Data within seven (7) calendar days. qbsimplify may securely delete or destroy Client Data thereafter, except where retention is required by law or retained as backup. All unpaid fees and expenses remain due and payable on termination.

9. Data Ownership, Privacy & Security

Ownership: Client retains ownership of Your Data; qbsimplify’s right to use Your Data is limited to performing Services.
Security Measures: qbsimplify implements reasonable administrative, physical and technical safeguards appropriate to the sensitivity of the data and industry standards. However, no system is perfect — Client must follow qbsimplify’s instructions for credential security and report suspected breaches immediately.
DPA: Where processing of Personal Data is required, parties will execute a Data Processing Addendum governing such processing prior to commencement of the relevant Services. The DPA sets out roles, processing purposes, categories of data, security measures, and other obligations.
Retention & ACH Mandate: qbsimplify will retain signed ACH mandates and payment authorizations for a minimum of two (2) years from the date of signature or for such longer period as required by applicable banking rules or legal obligations. qbsimplify will retain bookkeeping and financial records consistent with legal and regulatory obligations; Clients are encouraged to maintain records for at least seven (7) years for tax/regulatory purposes.
Breach Notification: qbsimplify will notify Client of confirmed breaches affecting Personal Data without undue delay and cooperate in remediation; qbsimplify’s liability for breaches is subject to Section 14 (Limitation of Liability).

For full details on data collection, use and rights, please see our Privacy Policy.

10. Confidentiality

Each party shall maintain Confidential Information in strict confidence and use it solely to perform obligations under the Service Agreement. Confidential Information does not include information that is publicly available through no fault of the receiving party or lawfully received from a third party without restriction. Mandatory disclosures required by law are permitted if the disclosing party provides notice where not prohibited.

11. Intellectual Property & Deliverables

qbsimplify IP: qbsimplify retains all proprietary rights in its pre-existing tools, templates, software, methodologies and other intellectual property.
License to Deliverables: Upon full payment, Client receives a limited, non-exclusive, non-transferable license to use Deliverables for internal business purposes only. Reuse, resale, sublicensing or commercial redistribution of Deliverables is prohibited without qbsimplify’s prior written consent.

12. Warranties, Disclaimers & Advisory Nature

qbsimplify warrants that Services will be performed with reasonable skill and care consistent with industry practices. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE SERVICES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND qbsimplify DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT). qbsimplify does not provide tax or legal advice unless explicitly engaged to do so; Clients should consult qualified professionals for tax, legal or regulatory matters.

Advisory Limitation: Client acknowledges that qbsimplify’s Services and Deliverables are advisory in nature. qbsimplify is not responsible for Client business, financial or operational decisions made in reliance on Deliverables or recommendations. Clients retain sole responsibility for actions taken in reliance on qbsimplify’s Services.

13. Indemnification

Client Indemnity: Client shall indemnify, defend and hold qbsimplify, its officers, directors, employees and agents harmless from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client Data; (b) Client’s breach of these Terms or the Service Agreement; (c) Client’s misuse of credentials or systems; (d) Client’s failure to comply with applicable law; or (e) Client-side negligence (including weak passwords or social engineering).
qbsimplify Indemnity: qbsimplify will indemnify Client from third-party intellectual property infringement claims to the extent such claims arise from qbsimplify’s deliverables (when used as permitted), subject to Client’s prompt notice, cooperation and the absence of Client modification of such deliverables.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR REVENUE). qbsimplify’S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO qbsimplify FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. WHERE A JURISDICTION DOES NOT PERMIT LIMITATION OF LIABILITY, THESE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED.

Additionally, Client acknowledges that qbsimplify is not responsible for business losses, tax liabilities, or other consequences arising from Client decisions based upon Deliverables; Clients should seek independent tax, legal, or financial advice before relying on Deliverables for material decisions.

15. Third-Party Services, Links & Responsibility

qbsimplify may recommend, configure or integrate third-party services (for example, bank feeds, payroll processors or other apps). Clients must agree to and comply with third-party terms directly. qbsimplify is not responsible for third-party outages, changes in third-party pricing or terms, or third-party data processing practices. Links to third-party websites do not imply endorsement and qbsimplify is not responsible for their content.

16. Support, Service Levels & Escalation

Support scope, response times and service levels are set forth in the Order Form or separate support addendum. qbsimplify will use commercially reasonable efforts to respond and resolve support requests; emergency or expedited support may be provided at additional cost. Clients should follow the escalation procedures set out in their Order Form or onboarding materials.

17. Compliance, Export Controls & Sanctions

Client represents, warrants and covenants that it will comply with all applicable export control laws, trade sanctions and embargoes. Client further represents that it is not located in, under the control of, or a national or resident of any country, person or entity subject to U.S. or other applicable trade restrictions or sanctions. qbsimplify reserves the right to refuse or terminate Services where required to comply with applicable laws.

18. Force Majeure

Neither party shall be liable for delays or failures to perform due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, governmental action, labor disputes, power failures, or telecommunications or internet failures. The affected party shall provide prompt notice and take reasonable steps to resume performance.

19. Assignment

Client may not assign or transfer its rights or obligations under these Terms or the Service Agreement without qbsimplify’s prior written consent. qbsimplify may assign its rights and obligations in connection with a sale of substantially all of its assets or business or to an affiliate, provided the assignee assumes qbsimplify’s obligations.

20. Notices

All notices required or permitted under these Terms shall be in writing. Notices to qbsimplify should be sent to: legal_team@qbsimplify.com. For support and billing inquiries, contact support@qbsimplify.com. Notices to Client will be sent to the email address on record and are effective upon transmission with confirmation of delivery.

21. Governing Law, Arbitration & Dispute Resolution

These Terms and the Service Agreement are governed by the laws of the State of Delaware, without regard to conflict of laws rules. Venue for disputes is a court of competent jurisdiction in Delaware unless the parties agree otherwise in writing.

Arbitration (Small-Value Claims): Except for claims for injunctive or other equitable relief, or where a party seeks provisional remedies in a court of competent jurisdiction, any dispute arising out of or relating to these Terms or the Service Agreement that involves an amount in controversy of Fifty Thousand United States Dollars (US $50,000) or less shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware (or another location in Delaware if mutually agreed). The arbitrator’s award shall be final and binding and may be entered in any court having jurisdiction. Each party shall bear its own costs and attorney fees unless the arbitrator awards otherwise. Notwithstanding the foregoing, either party may pursue small claims court remedies where applicable.

The foregoing arbitration clause does not preclude either party from seeking injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm or preserve the status quo pending arbitration.

22. Severability, Waiver & Entire Agreement

If any provision of these Terms is declared invalid or unenforceable, that provision shall be severed and the remainder shall remain in full force and effect. Failure to enforce any right is not a waiver. These Terms, the Service Agreement, and any executed Order Forms and Addenda contain the entire agreement between the parties with respect to their subject matter and supersede prior proposals, negotiations and agreements.

23. Changes to These Terms

qbsimplify may modify these Terms from time to time. We will post the revised Terms on the Site and update the “Last updated” date below. Material changes will be communicated by email where reasonably practicable. Continued use of the Site or Services after posting of changes constitutes acceptance of the updated Terms.

24. Contact Information

For legal notices: legal_team@qbsimplify.com
For support and billing: support@qbsimplify.com | Phone: +1 (850) 842-6767
Registered Office: Delaware, USA. (For the registered mailing address, please email legal_team@qbsimplify.com.)