Foes Conduit Terms of Service

Acceptance

These Terms govern Foes Conduit, the connector service operated by Foes Inc. Authorizing Conduit to access a QuickBooks Online company, or receiving data through Conduit, means the organization doing so accepts these Terms. If you do not accept them, do not authorize a connection.

These Terms cover the service. They do not replace the separate written engagement agreement between you and Foes, and where the two conflict, the engagement agreement wins.

Who this agreement is between

This agreement is between Foes Inc., a company incorporated in Canada with its office at 36 Toronto Street, Suite 960, Toronto, Ontario, Canada, referred to here as Foes, and the organization that authorizes Conduit to access its accounting system or that receives data synced by Conduit, referred to here as you or the client. Where an individual authorizes a connection, they do so on behalf of that organization and confirm they are permitted to.

What Conduit is

Conduit is an operated service, not licensed software. Foes does not deliver an application for you to install, host or run. Foes runs the connector on its own infrastructure and, on the schedule agreed in your engagement, reads data from systems you have authorized and writes it into a data warehouse you own. You receive a service, not a copy of software, and no licence to Conduit's source code, binaries or infrastructure is granted by these Terms or by any engagement.

Conduit does not provide a user interface, an administrative console, reporting, dashboards or analysis. What you do with the data once it lands in your warehouse is yours to decide and yours to be responsible for.

Eligibility and authorization

Connections are issued by Foes to clients with an active engagement. You may only authorize a QuickBooks Online company that your organization owns or is lawfully entitled to administer, and the authorization must be granted by a user with the necessary admin rights on that company. You are responsible for making sure the person who grants it has authority to do so and that granting it does not breach any obligation you owe to a third party.

If you are a bookkeeper, accountant or other adviser authorizing a company file that belongs to your own client, you confirm that you have that client's informed permission to share their accounting data with Foes for the purpose described in your engagement.

Scope of access to your accounting data

Conduit requests read access to accounting data on the QuickBooks Online company you authorize. That access exists because you granted it on Intuit's own OAuth consent screen, for the purpose set out in your engagement, and for no other purpose. Conduit does not request write access and cannot create, modify or delete records in your books. It does not request payroll or payments scopes. Access covers only the company you authorized. Each additional company requires its own separate authorization from you.

Access continues until you revoke it, until the underlying authorization expires under Intuit's rules, or until the engagement ends. You may revoke it at any time from inside QuickBooks Online without notice to Foes and without penalty under these Terms, though doing so stops the service and does not by itself terminate any fees owed under your engagement agreement. See disconnecting.

Your destination warehouse

Data synced by Conduit lands in a data warehouse that your organization owns, in your own cloud account, under a contract between you and that provider. That warehouse and the data in it are yours. Foes does not host it, claims no right in the data, and keeps no second copy.

Because that system is yours, its security, access control, backups, availability, region and cost are your responsibility, except to the extent Foes has agreed in writing in your engagement to administer it for you. Foes is responsible for writing correct data to the destination you designate. Foes is not responsible for what happens to that data afterwards inside a system Foes does not control, including access granted by you to your own staff or third parties.

You are responsible for giving Foes accurate destination details. Foes is not liable for data written to a destination you specified incorrectly.

Acceptable use

You may not use Conduit to access data you are not entitled to access, to circumvent a limit, rate limit or term imposed by Intuit or any other source system, or in a way that breaches applicable law. You may not resell, sublicense or provide the service to a third party as your own without a written agreement with Foes. You may not attempt to gain access to Conduit's infrastructure, credentials or other clients' data.

Fees and engagement documents

Fees, scope, schedules, service levels and term are set out in the separate written engagement agreement between you and Foes. Those documents govern the commercial relationship. Costs charged by your source systems and by your own warehouse provider are billed to you directly by those providers and are not marked up by Foes.

Relationship with Intuit

Foes Inc. is not affiliated with, endorsed by, or sponsored by Intuit Inc. QuickBooks and QuickBooks Online are trademarks of Intuit Inc. Your use of QuickBooks Online is governed by your own agreement with Intuit, not by these Terms. Conduit depends on Intuit's APIs remaining available and on your authorization remaining valid. Foes cannot control either, and changes made by Intuit to its APIs, scopes or terms may require changes to the service.

Availability

Foes will operate Conduit with reasonable skill and care and will act on sync failures it detects. Beyond any service commitment expressly written into your engagement agreement, Foes does not warrant that syncs will be uninterrupted, that every run will succeed, or that source systems will remain available. Scheduled maintenance, source system outages and Intuit rate limits all delay runs, and a delayed run is not by itself a breach of these Terms.

Disclaimer

Except as expressly stated in these Terms or in your engagement agreement, the service is provided as is. Foes does not provide accounting, tax or financial advice, and data landed by Conduit is not a substitute for your books of record in QuickBooks. Reconciling landed data against your books before relying on it for a filing, a covenant or a decision is your responsibility. To the fullest extent permitted by law, Foes disclaims implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Limitation of liability

To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, business or goodwill, arising out of or in connection with the service, whether based in contract, tort including negligence, statute or otherwise, and whether or not that party was advised of the possibility.

The limit on Foes' total aggregate liability arising out of or relating to the service is the one set out in the engagement agreement between you and Foes. Where that agreement is silent, liability is as determined by applicable law. The limitation published in the Foes Terms of Use applies to the Foes marketing website and has no application to Conduit.

Nothing in this section limits liability that cannot be limited by law, including liability for fraud or fraudulent misrepresentation.

Confidentiality and privacy

Foes treats your accounting data and the details of your systems as confidential. Foes will not disclose them to anyone other than personnel and service providers who need them to operate the service, except where required by law. Foes retains no client business data. What Conduit reads, what operational state Foes keeps, and how long it keeps it are set out in the privacy policy, which forms part of these Terms.

Term, suspension and termination

These Terms apply for as long as a connection is authorized or the service is provided to you. You may end the service at any time by revoking the connection and telling Foes. Foes may suspend or end the service if you breach these Terms, if fees under your engagement go unpaid, if continuing would breach Intuit's terms or applicable law, or on the notice period set out in your engagement agreement.

On termination, Conduit stops reading your source systems and Foes discards the stored credentials for your connections. Data already landed in your warehouse remains yours and remains in your possession. Foes will delete its operational state relating to your connections on written request, subject to any record retention obligation that applies to Foes.

Changes to these Terms

Foes may update these Terms. Material changes will be communicated to clients with an active connection by email to the contact on the engagement, before they take effect. Continuing to use the service after a change takes effect means accepting the updated Terms. The effective date at the top of this page shows when it last changed.

Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict of laws rules. You agree to the exclusive jurisdiction of the courts of Ontario, sitting in Toronto, for any dispute arising out of these Terms or the service, except where the engagement agreement between you and Foes specifies otherwise, in which case the engagement agreement governs.

Contact

Questions about these Terms go to hello@foes.co. A partner reads it.

Foes Inc., 36 Toronto Street, Suite 960, Toronto, Ontario, Canada.