Terms of Service

1. Who this agreement is between

These terms form an agreement between Ezeetel Inc. (“we”, “us”), a company incorporated in Canada at Unit 214, 2250 Bovaird Drive East, Brampton, Ontario L6R 0W3, Canada, and the business that uses the Integration Runtime Engine (“you”, “the Customer”). Throughout this agreement, “the Service” means the Integration Runtime Engine itself.

You accept these terms by using the Service — by being issued credentials for it, or by sending it a request. If you are accepting on behalf of a company, you confirm you are authorised to bind it.

2. What the Service is

The Service is a hosted integration runtime. Your backend sends it signed requests; it holds the authorisation your customers grant to external systems, keeps a catalogue of the operations those systems support, performs those operations, keeps the record of what it did, and notifies you of the outcome.

As at the effective date above, the Service integrates with QuickBooks Online.

We may add, change or remove supported operations. Where a change would break something you depend on, section 11 governs how we handle it.

3. Current status of the Service

We state this plainly rather than burying it: the Service is pre-launch. It carries no production traffic, and operations that create financial documents in a connected accounting system are disabled and cannot be enabled until a documented internal verification has been completed and recorded.

There is no service level agreement, no uptime commitment and no support response-time commitment. If we offer one later, it will be a separate written agreement and it will say so.

4. Credentials and access

We issue you signing credentials. They authenticate every request your backend makes and they identify you to us, so treat them as you would a production database password.

• Keep them secret. Do not embed them in a mobile app, a browser bundle, or anything else a third party can read.
• You are responsible for everything done with your credentials, whether or not you authorised it.
• Tell us at support@ezeetel.com immediately if you believe a credential has been exposed. We will revoke and reissue it.
• Do not attempt to use the Service under credentials issued to someone else, or to reach data belonging to another customer.

We may restrict the source addresses a credential is accepted from, at your request or where we reasonably believe it is being misused.

5. What you are responsible for

The Service acts on your instructions, against your customers’ accounting systems. That places real obligations on you:

• Authority. You must have your customer’s informed consent before initiating a connection to their accounting company, and the right to send us the data you send.
• Your own privacy notice. Your customers are yours. You must tell them, in your own privacy policy, that their accounting data is processed by an integration service on your behalf, and what that involves.
• Accuracy of what you send. We perform the operations you ask for. We do not audit them, and we cannot tell a correct invoice from an incorrect one.
• Mapping configuration. Where you configure how your data maps onto fields in an external system, the correctness of that mapping is yours.
• Lawful use. You must comply with the law that applies to you, and with the terms of the external systems you connect to.

6. Acceptable use

You must not:

• Attempt to access data belonging to another customer, or to defeat the isolation between customers.
• Probe, scan or test the security of the Service other than against your own account and with our prior written agreement.
• Send traffic designed to degrade the Service, or to exhaust the rate limits we share with an external provider on other customers’ behalf.
• Use the Service to send unlawful content, or to process data you are not entitled to process.
• Resell access to the Service as a standalone product, or represent it as your own infrastructure to a third party, without our written agreement.
• Circumvent a disabled operation, a rate limit, or any other control we apply.

We may suspend access immediately, without notice, where we reasonably believe continuing would harm another customer, breach the law, or put a connected external system at risk. We will tell you why as soon as we reasonably can.

7. Connected external services

The Service connects to systems operated by other companies — today, QuickBooks Online, operated by Intuit Inc. Your use of those systems, and your customers’ use of them, is governed by their own terms, not by these.

We do not control them. An external provider may change its API, revoke an authorisation, impose a rate limit, or become unavailable, and we are not liable for the consequences of it doing so. Where such a change requires us to alter or withdraw an operation, we will tell you as early as we can.

8. Your data

You own your data and your customers’ data. Nothing here transfers ownership to us. We hold and process it only to provide the Service to you, and on your instructions.

How we handle it, who else processes it, and how long we keep it are set out in our Privacy Policy, which forms part of this agreement.

We do not use your data to train machine-learning models, to build a product for anyone else, or for advertising.

9. Our intellectual property

The Service, its software, its documentation and its published API specification belong to us. We grant you a non-exclusive, non-transferable, revocable right to use the Service and its documentation for the term of this agreement, for the purpose of integrating your own products.

You must not copy, decompile or reverse-engineer the Service, or use it to build a competing integration runtime.

10. Confidentiality

Each of us may learn confidential information about the other. Each will use it only to perform this agreement, protect it with at least reasonable care, and not disclose it except to people who need it and are bound to keep it confidential.

This does not apply to information that is public through no fault of the receiver, was already known to them, or must be disclosed by law — in which case the receiver will give notice where it lawfully can.

11. Changes to the Service and to these terms

We publish a machine-readable API specification and we version the public interface. Where we must make a breaking change to it, we will give you notice before it takes effect. A rendered documentation site, a changelog and a written stability policy are built and not yet published; until they are, the specification is the contract and we will give notice directly.

We may change these terms. For a material change we will give at least 30 days’ notice to the contact address on your account. Continuing to use the Service after a change takes effect is acceptance of it; if you do not accept, you may terminate under section 12.

12. Term and termination

This agreement runs until either of us ends it. You may end it at any time by telling us at support@ezeetel.com and ceasing to use the Service. We may end it on 30 days’ notice, or immediately if you materially breach it and do not fix the breach within 14 days of being told.

When it ends:

• Your credentials are revoked and requests stop being accepted.
• We revoke the authorisations we hold for your customers’ external accounts and destroy the stored credentials for them.
• You may ask us, within 30 days, for an export of the operation records held for your account.
• Records we are required to keep for security or legal reasons are retained as described in the Privacy Policy. The credentials in them no longer authenticate anything: your signing keys and webhook destinations are revoked, and the authorisations we held for your customers' external accounts are revoked and their stored values overwritten. A revoked signing key's encrypted value stays in its own record, unusable, because that record is the evidence the key existed and when it was withdrawn.

Sections 8 to 10 and 13 to 16 survive termination, together with anything else that by its nature should.

13. Warranties, and what we do not warrant

We warrant that we will provide the Service with reasonable skill and care, and that we will not knowingly introduce malicious code into it.

Otherwise the Service is provided “as is”. To the fullest extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. In particular we do not warrant that the Service will be uninterrupted or error-free, that it will meet your requirements, or that an operation against an external system will succeed.

14. Limitation of liability

Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill, or anticipated savings, however caused.

Our total aggregate liability arising out of this agreement in any 12-month period is limited to the greater of the fees you paid us for the Service in that period and CAD $10,000.

Nothing here limits liability that cannot be limited by law, including liability for death or personal injury caused by negligence, or for fraud.

15. Indemnity

You will defend and indemnify us against third-party claims arising from your use of the Service in breach of this agreement, from data you sent us that you were not entitled to send, or from your failure to obtain a customer’s consent before connecting their external account.

16. General

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts of Ontario have exclusive jurisdiction, and each of us submits to them.

Neither of us may assign this agreement without the other’s consent, except to a successor of substantially the whole of its business. If a provision is unenforceable, the rest stands. A failure to enforce a term is not a waiver of it. This agreement, with the Privacy Policy, is the entire agreement between us about the Service.

Questions about these terms: support@ezeetel.com.