This End-User License Agreement (“Agreement”) is a contract between you (“you”, “your”) and Nano Systems (“we”, “us”, “our”) and governs your access to and use of our invoicing and late-payment recovery service, including our integration with QuickBooks Online (together, the “Service”). By accessing or using the Service, or by authorising our application to connect to your QuickBooks Online account, you agree to this Agreement. If you do not agree, do not use the Service.
1. Who we are
Nano Systems is a company registered in England and Wales under company number 16954111, with its registered office at 17 Barons Court Road, London, England, W14 9DP, United Kingdom. You can contact us at customersupport@saueglobal.com. [REVIEW: confirm the exact registered legal entity name for company no. 16954111 and that “Nano Systems” is the correct trading name.]
2. Licence and permitted use
Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Service for your own internal business purposes — namely to create and manage invoices and to automate late-payment reminders. We retain all rights, title and interest in and to the Service and our software; nothing in this Agreement transfers any ownership to you.
3. The QuickBooks Online integration
The QuickBooks Online integration is provided to, and may only be used by, authorised QuickBooks account owners (or persons acting with the account owner’s authority). By connecting the Service to a QuickBooks company, you confirm that you are authorised to grant access to that company’s data and to permit us to create and manage invoices and reminders on the account owner’s behalf.
You may disconnect the integration at any time in QuickBooks Online (Settings → Apps → Disconnect) or by contacting us. Your use of QuickBooks Online is also subject to Intuit’s own terms; we are not responsible for the QuickBooks platform itself or for changes Intuit makes to its API.
4. Acceptable use
You agree that you will not, and will not permit anyone else to:
- use the Service for any unlawful, fraudulent or harmful purpose, or to send invoices or reminders that are misleading or that you are not entitled to send;
- access data through the Service that you are not authorised to access;
- attempt to gain unauthorised access to, interfere with, or disrupt the Service or its underlying systems;
- copy, modify, reverse-engineer, decompile or create derivative works of our software, except to the extent this restriction is prohibited by law;
- resell, sublicense or otherwise make the Service available to third parties except as expressly permitted; or
- use the Service in any way that breaches Intuit’s terms or applicable data-protection law.
We may suspend or terminate access if you breach this section.
5. Your responsibilities
You are responsible for the accuracy of the information in your QuickBooks account, for the invoices and reminders issued through the Service, and for keeping your credentials and authorisations secure. You must ensure you have any necessary permissions to process the data of your own customers through the Service.
6. Data protection
Our handling of personal data is described in our Privacy Policy, which forms part of this Agreement. Each party will comply with applicable data-protection law, including the UK GDPR and the Data Protection Act 2018.
7. Fees
[REVIEW: state whether the Service is paid or free, the fees, billing terms and any cancellation/refund terms — or remove this section if not applicable.]
8. Disclaimer of warranties
The Service is provided “as is” and “as available”. To the fullest extent permitted by law, we exclude all warranties, conditions and representations not expressly set out in this Agreement, whether express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that it will meet your requirements, and we are not responsible for the availability or accuracy of the QuickBooks Online platform.
9. Limitation of liability
Nothing in this Agreement excludes or limits our liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence or for fraud.
Subject to that, to the fullest extent permitted by law: (a) we are not liable for any loss of profit, loss of business, loss of goodwill, or any indirect or consequential loss; and (b) our total aggregate liability arising out of or in connection with the Service is limited to [REVIEW: insert a liability cap — e.g. the fees paid in the 12 months before the claim, or a fixed sum — and confirm with your adviser.]
10. Suspension and termination
You may stop using the Service and disconnect the integration at any time. We may suspend or terminate the Service, or this Agreement, if you breach it, if required by law, or if Intuit withdraws or changes the relevant API access. On termination, the licence in section 2 ends and you must stop using the Service.
11. Changes to the Service or these terms
We may update the Service and this Agreement from time to time. The “last updated” date at the top reflects the current version. Where changes are material, we will take reasonable steps to bring them to your attention. Continued use of the Service after changes take effect constitutes acceptance.
12. Governing law and jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, save that we may bring proceedings to protect our intellectual property in any competent jurisdiction.
13. Contact
Questions about this Agreement? Email us at customersupport@saueglobal.com.