Last Updated : March 15, 2025

Welcome to Simply Clear Accounting (“Company,” “we,” “us,” or “our”). By accessing and using our website and bookkeeping services (“Services”), you agree to be bound by these Terms and Conditions (“Terms”). If you do not agree to these Terms, please refrain from using our Services.

1. Services

1.1. Bookkeeping Services
(a) Our bookkeeping services provide a structured approach to managing your financial records, ensuring organization and clarity. We maintain your accounting books based on the information you provide or as per your specific instructions. It is important to note that our bookkeeping services, along with any related communications, do not constitute legal, regulatory, tax, investment, or audit advice.

(b) By using our bookkeeping services, you acknowledge that we will serve as your exclusive bookkeeper. In delivering our services, we will access, categorize, reconcile, and record your financial transactions to maintain accurate records. Any modifications made to the books by you or a third party outside our services may impact the work we have completed, requiring additional corrections or validations. In such cases, we may need to:
(i) Adjust the timeline for delivering bookkeeping tasks with set deadlines.
(ii) Charge an additional fee at our standard hourly rate to correct or verify discrepancies.
(iii) Terminate your subscription with written notice, with no refunds for prepaid unused services.

For clarity, this section does not prevent you from managing accounts payable, accounts receivable, or processing payroll through financial management software like QuickBooks.

1.2. Year-End Bookkeeping Services
Clients who maintain an active subscription through the first quarter following their fiscal year-end may receive year-end bookkeeping support as part of our services. If your subscription is inactive during this period, year-end services will not be provided, and we will not be liable for any resulting impacts.

1.3. Services Performed at Your Direction
We provide services as instructed by your management, and you retain full responsibility for decisions, policies, and implementations related to these services. This includes:
(i) Approving and establishing financial policies.
(ii) Evaluating the relevance of service recommendations.
(iii) Implementing findings derived from our services.

Our work is based on information provided by you, and we do not independently verify its accuracy. Any reports or deliverables generated are for your internal use. If you choose to share them with third parties, you must do so independently without representing us as the provider.

1.4. Information and Cooperation Requirement
To provide our services effectively, we rely on timely access to accurate financial and corporate data. You agree to supply necessary information and cooperate as needed. Any delays or insufficient data provision may result in service delays, the inability to complete services, or increased costs. We are not responsible for losses resulting from your failure to provide required information.

1.5. Acceptable Use Policy
Use of our services must comply with legal and ethical standards. You may not:
(a) Engage in illegal activities or transactions.
(b) Submit false or misleading financial data.
(c) Attempt to bypass security measures or tamper with system integrity.
(d) Overburden our systems or disrupt services.
(e) Misrepresent our company or claim false affiliations.
(f) Engage in abusive or fraudulent behavior.

If you gain access to unintended information, you must notify us immediately and delete all copies in your possession.

1.6. Service Modifications
We reserve the right to modify or discontinue any part of our services as needed. Changes may include updates to functionality, staffing adjustments, or suspensions due to security risks or non-compliance with this agreement.

1.7. Non-CPA Disclaimer
We are not a certified public accounting firm and do not provide services requiring CPA certification. Our services do not include audits, financial compliance certifications, or assurance services under GAAP, IFRS, or similar standards. Clients should seek licensed professionals for such needs.

2. Technology and Data

2.1 Use of Our Technology and Internal Software

To provide our bookkeeping services effectively, we may grant designated users (“Users”) access to various tools, including websites, cloud-based platforms, software utilities, automated forms, and other proprietary technologies (collectively, “Our Technology”). As a client, you are responsible for:

• Maintaining the confidentiality of User login credentials.
• Establishing proper internal roles, permissions, and policies to ensure the secure use of Our Technology.
• Ensuring your Users comply with these Terms, our Acceptable Use Policy, and applicable laws.
• Promptly notifying us of any suspected or confirmed security breaches affecting your account.

To enhance service efficiency, we employ internally developed tools and software (“Internal Software”), including integrations with third-party services and automated workflows. You agree to cooperate with us in implementing these tools and must notify us of any changes to your IT infrastructure that may impact service delivery.

2.2 Data Usage

We will handle Customer Data in accordance with these Terms and our Privacy Policy. By using our services, you explicitly consent to:

• The use of Customer Data for service provision and improvement, including integrations with necessary third-party tools.
• The analysis of aggregated, non-identifiable data for benchmarking and service enhancements.

2.3 Intellectual Property Rights

Except for the limited rights granted to us under this Agreement, you retain all ownership and intellectual property rights in your Customer Data. You grant us and our subcontractors a limited license to use this data to provide, maintain, and improve our services.

Conversely, we retain all rights, title, and interest in Our Technology and Internal Software. We grant Users a non-exclusive, limited license to utilize Our Technology solely for accessing our services during the term of the agreement. Any rights not explicitly granted remain reserved.

2.4 Third-Party Services

Our services integrate with third-party platforms, such as Intuit’s QuickBooks Online. If you do not have an account, you authorize us to create one on your behalf. The use of QuickBooks Online is subject to Intuit’s Terms of Service and Privacy Policy.

We may facilitate data transfer and integrations with other third-party services (e.g., payroll providers), but we do not endorse or guarantee their reliability. You agree to:

• Maintain necessary subscriptions for any required third-party services.
• Comply with applicable third-party service agreements.
• Indemnify us against any claims arising from breaches of third-party agreements.
• Reimburse us for any third-party service costs we procure on your behalf.

We are not responsible for the functionality, continued availability, or support of any third-party services integrated with our technology.

2.5 Login Credentials

If you provide us with login credentials to access third-party services, you:

• Grant us permission to use them for integration and service provision.
• Represent that you have the authority to grant this permission.
• Consent to our use of these credentials, which we will store securely and use solely for service execution.

2.6 Data Security and Transfers

We require that all facilities used to store Customer Data adhere to industry-standard security practices. As part of service delivery, Customer Data may be processed or stored in the United States. By using our services, you consent to such processing and data transfers.

2.7 Feedback

Any suggestions, ideas, or recommendations you provide regarding our services (“Feedback”) may be used by us without obligation. You grant us a non-exclusive, worldwide, irrevocable license to use, reproduce, and incorporate such Feedback to improve our offerings.

2.8 Compliance with the California Consumer Privacy Act (CCPA)

If you are subject to the CCPA and we process Personally Identifiable Customer Data as part of our services, we commit to the following:

• We will not sell or share Personally Identifiable Customer Data.
• We will only use such data for agreed-upon service provisions and business operations.
• We will not combine Personally Identifiable Customer Data with other data sources, except as permitted under CCPA.

Both parties acknowledge:

• Data shared with us is for the specific purpose of service fulfillment.
• We will comply with all applicable CCPA obligations and maintain required privacy protections.
• You have the right to take reasonable steps to ensure compliance with CCPA regulations.
• If we determine we can no longer meet CCPA obligations, we will notify you promptly.

3. Confidentiality

Both parties acknowledge that, during the negotiation and execution of this Agreement, they may share or receive Confidential Information from one another, either directly or indirectly. All such Confidential Information remains the exclusive property of the disclosing party (or any relevant third party), and the receiving party shall have no ownership or rights to it except as expressly permitted under this Agreement.

Each party agrees to safeguard the Confidential Information with the same level of care it applies to its own confidential materials of a similar nature. Confidential Information may only be shared with employees or agents who need access to fulfill obligations under this Agreement. Except as expressly allowed within this Agreement, neither party shall disclose the other party’s Confidential Information to any third party without prior written consent from the disclosing party.

The obligation to maintain confidentiality under this section shall continue beyond the termination of this Agreement. Customer Data is considered Confidential Information of the Customer, while Simply Clear Accounting data is considered Confidential Information of Simply Clear Accounting.

4. Fees and Payment

4.1 Fees

Our subscription fees are determined based on specific details about your business. You agree to provide accurate and complete information to ensure proper fee assessment. If the information provided is inaccurate, incomplete, or changes significantly, or if you request modifications to your subscription, we may adjust your subscription accordingly. If an agreement on the revised subscription cannot be reached, we reserve the right to terminate the affected services or this Agreement without liability. Subscription fees (including prepaid hourly services) are payable before the subscription period and cannot be carried over to future periods, unless otherwise stated in the Order Form. Any services not covered by your subscription or a fixed-fee quote will be billed at our standard hourly rates, subject to updates as necessary. Publishing an hourly rate for a service does not imply that the service is exempt from subscription fees.

4.2 Fee and Scope Updates

We may periodically revise our pricing structure or modify the scope of our services. If your subscription fees increase or if there is a significant change in service scope, we will notify you at least 30 days before the next renewal period. Your continued use of the services after this notice period signifies acceptance of the changes.

Hourly fee updates apply immediately to future services, and we will make reasonable efforts to inform you before they take effect.

4.3 Discounts and Promotions

All promotions, discounts, and special offers are subject to availability and may be modified, suspended, or discontinued at any time without prior notice. We reserve the right to adjust prices, eligibility criteria, and terms associated with any promotion, discount, and/or special offers at our sole discretion. Promotions, discounts, and/or special offers cannot be combined unless explicitly stated, and any misuse may result in cancellation.

4.4 Payment

Payments for our services are processed via ACH transfers. By authorizing ACH payments, you acknowledge compliance with NACHA Operating Rules and confirm that the bank account used is for business purposes. Taxes, if applicable, are your responsibility. We may suspend services if payment obligations are not met.

We reserve the right to require prepayment for services. In the event of nonpayment, you agree to reimburse us for all costs incurred in collecting unpaid fees.

5. Term and Termination

5.1 Initial Term and Subscription Periods

This Agreement takes effect upon your acceptance (e.g., signing an Order Form or agreeing online). The initial term lasts for the period corresponding to your prepaid subscription or as otherwise specified in the Order Form. Services tied to fixed periods, such as fiscal or tax years, may be adjusted to align with those periods without increasing fees unless otherwise agreed.

5.2 Automatic Renewal

Your subscription will automatically renew for the same duration as the preceding term unless either party provides notice of non-renewal at least 30 days before the current term expires.

5.3 Termination and Withdrawal

Either party may terminate this Agreement if the other party materially breaches its terms and fails to resolve the breach within 30 days of written notice. We may also terminate services at our discretion with written notice. If we terminate without cause, you may receive a refund for prepaid fees covering unused service months. If termination results from a breach on your part, no refund will be provided.

You may stop using the services at any time; however, prepaid subscription fees are non-refundable.

5.4 Post-Termination Responsibilities

If your bookkeeping services end, we will assist in transferring administrative rights and fees for any maintained QuickBooks Online accounts. Post-termination support or document access is not guaranteed and, if provided, will incur hourly charges.

5.5 Survival

Certain provisions, including but not limited to confidentiality, liability limitations, and indemnification, will remain in effect even after termination.

6. Personnel Non-Solicitation

To protect our investment in personnel training, you agree not to solicit or hire any of our employees or contractors involved in your services during the agreement term and for one year thereafter. A $25,000 fee per affected individual applies for breaches of this provision.

7. Third-Party Usage

If using our services on behalf of another party, you confirm that you have proper authorization to do so.

8. Disclaimer of Warranties

The Service is provided to you on an “AS IS” and “AS AVAILABLE” basis, without any warranties, express or implied. To the fullest extent permitted by applicable law, Simply Clear Accounting, along with its affiliates, licensors, and service providers, disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from business dealings, performance history, or industry practices.

Simply Clear Accounting makes no guarantees that the Service will meet your needs, deliver specific results, be compatible with other software or systems, operate without disruption, meet performance expectations, or be error-free. Additionally, we do not guarantee that any identified issues will be corrected.

Furthermore, neither Simply Clear Accounting nor any of its providers make any representations or warranties regarding:

1. The operation, availability, or functionality of the Service, including any content, materials, or products offered.
2. Uninterrupted or error-free use of the Service.
3. The accuracy, reliability, or up-to-date nature of any information provided through the Service.
4. The security of the Service, including the absence of harmful components such as viruses, malware, or other malicious software.

Certain jurisdictions may not permit the exclusion of certain warranties or the limitation of consumer rights. In such cases, the disclaimers and limitations outlined in this section shall apply to the maximum extent permitted by applicable law.

9. Limitation of Liability

Under no circumstances shall Simply Clear Accounting, its employees, officers, directors, affiliates, suppliers, licensors, or third-party service providers be liable for any damages related to or arising from this Agreement. Our total liability is limited to the total fees paid for the Services in the three (3) months preceding the event giving rise to liability or $100, whichever is greater. The presence of multiple claims under this Agreement will not increase the total liability limit. Furthermore, suppliers and third-party service providers of Simply Clear Accounting shall bear no liability in connection with this Agreement.

In no event shall Simply Clear Accounting, its employees, officers, directors, affiliates, suppliers, licensors, or third-party service providers be responsible for:

1. Special, indirect, incidental, punitive, or consequential damages.
2. Loss of savings, profits, data, usage, or goodwill.
3. Business interruptions, even if previously advised of the possibility.
4. Personal injury or property damage.
5. Tax penalties, fines, fees, or other charges imposed by any governmental authority arising from or related to this Agreement.

Additionally, Simply Clear Accounting shall not be responsible for any costs related to obtaining substitute products or services, nor for any claims, losses, or liabilities connected to any product, client, or third-party service provider. These limitations apply regardless of the legal theory of liability, including contract, tort (such as negligence or gross negligence), fundamental breach, or any other basis. These limitations will still apply even if a remedy is deemed to have failed in its essential purpose.

Certain jurisdictions may not allow the exclusion or limitation of incidental or consequential damages. In such cases, the limitations stated herein shall apply to the fullest extent permitted by law. If Simply Clear Accounting is legally restricted from disclaiming implied warranties or limiting liability, the scope of such warranties and liabilities will be the minimum allowed under applicable law.

The Customer acknowledges that Simply Clear Accounting has determined its pricing and entered into this Agreement based on these limitations of liability and disclaimers of warranties. These terms represent a reasonable and fair allocation of risk between the parties, including the understanding that contract remedies may not always prevent consequential losses. These disclaimers and limitations are fundamental to the agreement between the Customer and Simply Clear Accounting.

10. Indemnification

The Customer agrees to defend, indemnify, and hold harmless Simply Clear Accounting, along with its employees, officers, directors, affiliates, suppliers, licensors, third-party service providers, and other customers, from any and all liabilities, including damages, losses, penalties, interest, recoveries, reasonable attorney’s fees, and other costs arising from or related to:

• The Customer’s use or misuse of content on the website, including but not limited to claims of intellectual property infringement.
• Any breach of these Terms by the Customer.
• Any violation of an agreement with a third-party service provider.
• Any non-compliance with applicable laws and regulations.
• The use of Customer Data by the Customer, a third-party service provider, or any other third party.
• The Customer’s use of the Services, including interactions with third-party services.
• Any financial transaction or business activity conducted through the Services.
• Any transaction processed as a result of data shared via the Services.
• Actions or omissions of any third-party service provider or client related to the Customer.
• Costs incurred by Simply Clear Accounting in enforcing these Terms or responding to subpoenas related to the Customer, Customer Data, or third-party service providers.
• Any claims made by government tax authorities against the Customer.
• Disputes between the Customer and any third party, including Customer’s personnel.

11. Miscellaneous

11.1 Updates to Terms

We may update these terms and will notify you of material changes. Continued service use after notification constitutes acceptance. If changes materially impact you, you may object within 30 days, and we will discuss possible accommodations.

11.2 Severability

If any provision is found invalid, the remaining terms will still apply.

11.3 Assignment

You may not assign this Agreement without our consent. We may assign it freely.

11.4 Electronic Notices

We will communicate through the email address associated with your account. It is your responsibility to keep this information updated.

11.5 Entire Agreement

This Agreement represents the full understanding between both parties and supersedes prior discussions. Amendments must be in writing and signed by both parties.