Terms of Service

DRAFT for Legal Review — not in force. Last revised 2026-05-20. Square-bracketed [DRAFT NOTE → Legal] callouts mark decisions counsel should ratify.

Effective Date: [DRAFT NOTE → Legal: insert publish date]

These Terms of Service (this “Agreement”) govern Customer’s access to and use of the software-as-a-service product offered by Backoffice at [DRAFT NOTE → Marketing/Legal: insert final product name] (the “Service”), provided by Backoffice.co, Inc. (“Backoffice”, “we”, “us”, or “our”). The Service is a separately-offered product within the Backoffice product family; it is not Backoffice’s checking account, corporate card, bill-pay, payroll, or invoicing product, each of which has its own terms.

BY ACCEPTING THIS AGREEMENT (BY CLICKWRAP, BY COMPLETING A STRIPE-HOSTED CHECKOUT FOR THE SERVICE, OR BY OTHERWISE ACCEPTING THESE TERMS IN WRITING), YOU AGREE TO BE BOUND. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “Customer” or “you” refers to that entity.

1. Acceptance and Scope

These Terms of Service, together with the Privacy Policy referenced in § 9.4, constitute the agreement between Customer and Backoffice with respect to the Service. In the event of a conflict between these Terms and any product documentation, marketing materials, or in-product UI, these Terms control.

2. Definitions

• “Authorized User” — an individual whom Customer has invited and to whom Customer has granted access to the Service under Customer’s account.
• “Connected Account” — a third-party financial account, accounting system, or identity provider that Customer authorizes Backoffice to access on Customer’s behalf (Plaid-linked bank, QuickBooks Online, Stripe, Auth0).
• “Customer Data” — data Customer or its Authorized Users submit to the Service or that the Service collects from a Connected Account at Customer’s direction.
• “Output” — text, classifications, suggested journal entries, embeddings, or other machine-generated content the Service produces from inputs derived from Customer Data.
• “Tenant” — the discrete logical instance of the Service representing Customer’s business.

3. The Service

3.1 Service.

The Service is a cash-basis bookkeeping service combining machine-learning automation with human review by Backoffice personnel. The Service helps Customer maintain its books by (a) connecting to Customer’s bank accounts via Plaid, (b) connecting to Customer’s QuickBooks Online company via Intuit, (c) using machine-learning models hosted on Amazon Web Services to suggest categorizations and draft journal entries, and (d) maintaining Customer’s ledger and related reporting. The Service covers periods beginning on the agreed Service start date forward; periods prior to that date are Customer’s responsibility. Backoffice’s delivery of completed books is conditioned on Customer providing timely information, classifications, and feedback as reasonably requested.

3.2 License.

Subject to this Agreement, Backoffice grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service for Customer’s internal business purposes.

3.3 Scope Limitations.

The Service is bookkeeping only. The Service does not: (a) manage, send, or collect on Customer’s unpaid invoices; (b) pay bills on Customer’s behalf; (c) track inventory; (d) prepare or file tax returns; (e) provide audit, review, compilation, or assurance services; or (f) provide tax, legal, investment, or other professional advice. Books produced by the Service are CPA-ready, not tax-ready — year-end adjustments to make the books tax-ready are a separate process and may require additional information from Customer.

4. Customer Account; Authorized Users

4.1 Business Use Only.

The Service is intended for business use by Customer and its adult business representatives. Customer represents that it is a legal entity engaged in business activity and that each Authorized User is acting on Customer’s behalf in their capacity as an adult business representative.

[DRAFT NOTE → Legal: prior draft asserted “at least 18 years of age” — softened because no age-verification gate exists in the signup flow. Counsel may prefer to keep the 18+ representation as a Customer rep.]

4.2 Credentials.

Authorized Users authenticate to the Service via Auth0. Customer is responsible for safeguarding credentials, for all activity that occurs under its account, and for notifying Backoffice at security@backoffice.co of any suspected unauthorized access.

4.3 Roles; Primary Administrator.

Each Authorized User is assigned a role per Tenant; Customer is responsible for assigning and revoking Authorized User roles.

5. Third-Party Connections

The Service depends on Customer-authorized connections to third-party systems. Customer’s relationship with each such third party is governed by that third party’s terms; Backoffice is not a party to those agreements and is not responsible for the acts or omissions of those third parties. Customer is responsible for maintaining each Connected Account in working order, including promptly reauthorizing or reconnecting where the third party requires re-consent. The Service may be interrupted while a Connected Account is unauthorized, disconnected, or otherwise inaccessible, and Backoffice has no obligation to perform any portion of the Service that depends on the affected Connected Account during such interruption.

5.1 Plaid (Bank Connectivity).

The Service uses Plaid Inc. to connect to Customer’s bank accounts. Customer enters bank credentials directly into Plaid’s interface; Backoffice does not see, receive, or store Customer’s online-banking credentials. The Service retrieves from Plaid: institution and account metadata, balances, and transactions. Plaid’s processing is governed by Plaid’s End User Privacy Policy at https://plaid.com/legal/#end-user-privacy-policy. Customer may disconnect any Plaid-connected institution through the Service. Upon disconnection, Backoffice will revoke Plaid’s access to the affected account.

5.2 Intuit / QuickBooks Online.

At Customer’s direction, the Service may read and (where Customer has enabled it) write data to Customer’s QuickBooks Online company via Intuit’s OAuth flow. Customer’s use of QuickBooks Online is governed by Customer’s separate agreement with Intuit.

5.3 Stripe (Billing).

Subscription fees are billed via Stripe, Inc. Customer enters payment-method details directly into Stripe-hosted Checkout. Backoffice does not store payment-card primary account numbers, CVV codes, or expiry data. Customer’s payment relationship is governed by Stripe’s Services Agreement.

5.4 No Power of Attorney.

Customer’s authorization for the Service to connect to a Connected Account is limited to the data-access purposes set forth in this Agreement and the product documentation. Backoffice is not Customer’s general agent, attorney-in-fact, or fiduciary.

6. AI Features

6.1 Description.

The Service uses machine-learning models hosted on Amazon Web Services to suggest transaction categorizations, generate embeddings, and provide related assistance. The underlying foundation models include Anthropic’s Claude family and Amazon’s Titan family, as hosted by AWS Bedrock. The Service combines this automated processing with human review by Backoffice personnel, who may review, edit, or override Output as part of routine Service operation.

6.2 No Training on Identifiable Customer Data.

Backoffice does not use identifiable Customer Data to train, fine-tune, or otherwise improve the underlying foundation models of any third-party model provider. Backoffice may use de-identified or aggregated Customer Data to improve the Service’s classification accuracy.

6.3 Output is a Suggestion.

Output is provided as a suggestion, not a determination. Customer is solely responsible for reviewing, accepting, modifying, or rejecting Output before it is committed to Customer’s books. Output may contain errors and may not be unique — the same or similar Output may be generated for other customers presented with similar inputs.

6.4 No Warranty on Output.

BACKOFFICE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OUTPUT.

6.5 No Automated Decision-Making.

Backoffice does not use the AI features to make automated decisions producing legal or similarly significant effects concerning Customer or any individual.

6.6 Restrictions on Customer Use of Output.

Customer may not use Output to (a) train, fine-tune, or evaluate any artificial-intelligence model, or (b) develop a service that competes with the Service.

7. No Professional Advice

Backoffice is not a certified public accounting firm and does not provide audit, attestation, assurance, tax, legal, investment, or financial advisory services. The Service produces records based on Customer’s inputs and Connected Account data. Backoffice makes no representation or warranty that Customer’s books or any reports generated by the Service comply with U.S. GAAP, IFRS, or any tax or financial-reporting rule. All communications between Customer and Backoffice personnel — whether by phone, video meeting, email, text, in-product chat, or other means — are limited to bookkeeping matters and do not constitute professional tax, legal, accounting, audit, attest, or financial advice. Customer is solely responsible for the accuracy of its books and for retaining qualified professionals to review and certify them.

8. Acceptable Use

Customer will not, and will not allow any Authorized User or third party to: (a) reverse-engineer or attempt to derive the source code of the Service; (b) rent, sublicense, or use the Service to provide services to non-Authorized Users; (c) circumvent any access, security, or rate-limit mechanism; (d) submit data that infringes a third party’s rights or violates law; (e) submit sensitive or regulated data outside the scope of routine business bookkeeping (including without limitation HIPAA-protected health information, FERPA-regulated records, COPPA-regulated minor information, payment-card data, or classified information); (f) use the Service or any Output to train, fine-tune, or evaluate any artificial-intelligence model other than Customer’s own internal models trained only on Customer’s own data; or (g) use the Service in violation of any export-control law, sanctions program, or anti-bribery law.

9. Customer Data

9.1 Ownership.

As between the parties, Customer owns all right, title, and interest in and to Customer Data.

9.2 License to Backoffice.

Customer grants Backoffice a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (to Backoffice’s contractors and sub-processors providing the Service) right and license to access, store, copy, process, and display Customer Data as necessary to (a) provide, secure, and support the Service, (b) comply with applicable law and binding legal process, and (c) generate Aggregated Data as set forth in § 9.3.

9.3 Aggregated Data.

Backoffice may generate “Aggregated Data” — data derived from Customer Data that has been de-identified and aggregated such that it does not identify, and could not reasonably be used to identify, Customer or any individual. Backoffice may use Aggregated Data for any lawful purpose, including improving the Service and producing internal benchmarking.

9.4 Privacy.

Backoffice’s processing of Personal Information within Customer Data is governed by the Privacy Policy for the Service at [DRAFT NOTE → Legal: insert URL once published], which forms part of this Agreement.

9.5 Security.

Backoffice maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption of Plaid and QuickBooks access tokens at rest, encryption in transit (TLS), role-based access controls, and audit logging of material mutations to Customer Data.

[DRAFT NOTE → Legal: prior draft asserted “audit logging of access to Customer Data” and “incident response plan.” Softened to match what the code actually does (mutation logging) and to not assert a published runbook. Counsel may want to expand once an IR runbook exists in writing.]

10. Fees

10.1 Fees.

Customer will pay the fees set forth in the Stripe-hosted Checkout flow at the time of subscription. Fees are paid for access to the Service during the applicable subscription period; they are not tied to delivery of any specific report, deliverable, or work product. Fees are billed in advance through Stripe, in U.S. dollars, and are non-refundable except where required by law.

10.2 Taxes.

Fees are exclusive of sales, use, value-added, and similar taxes, all of which (other than taxes on Backoffice’s net income) are Customer’s responsibility.

10.3 Failed Payments.

If Customer’s payment method fails, Backoffice may suspend the Service after a commercially reasonable grace period. During suspension, Backoffice has no obligation to perform under this Agreement and may pause processing, categorization, and other Service activities. Upon resolution of the payment failure, Backoffice will resume the Service.

11. Term, Termination, and Data Handling

11.1 Term and Auto-Renewal.

This Agreement begins on the Effective Date and continues on a month-to-month basis (or annual basis, if Customer is on an annual plan). The subscription will automatically renew at the end of each applicable subscription period unless cancelled in accordance with § 11.2.

11.2 Termination.

(a) By Customer. Customer may cancel its subscription at any time through the Stripe Customer Portal or by contacting support@backoffice.co. Cancellation becomes effective the day after the current subscription period ends, and Customer will continue to have access to the Service through the remainder of that period. No refunds or credits will be issued for cancellations or unused portions of a subscription period.

(b) For cause. Either party may terminate for material breach uncured within thirty (30) days of written notice. Backoffice may terminate immediately for payment failure beyond the grace period, for material breach of § 8, or where required to comply with law.

(c) Suspension. Backoffice may suspend access to address a security, legal, payment, or sanctions/AML issue.

11.3 Data Handling After Termination.

(a) Export. Prior to termination becoming effective, Customer may export its transaction data via the in-product CSV export. Other categories of Customer Data may be made available on written request to support@backoffice.co and subject to commercially reasonable effort.

(b) Retention and deletion. Backoffice retains Customer Data while Customer’s subscription is active and for a reasonable period thereafter for backup, operational, and legal-compliance purposes. Backoffice will honor verifiable deletion requests as required by applicable law; submit such requests to privacy@backoffice.co.

(c) Records retention. Backoffice may retain Customer Data as reasonably necessary to comply with applicable tax-record, anti-money-laundering, sanctions, or other legal record-retention obligations.

(d) Aggregated Data. Aggregated Data generated under § 9.3 is not subject to deletion.

[DRAFT NOTE → Legal: prior draft asserted 90-day deletion + 120-day credential deletion + 35-day backup ceiling. Removed because no engineering automation exists to enforce these. Counsel should weigh whether the deliberate vagueness here is acceptable, or whether engineering should build the purge job and we can put back specific windows.]

11.4 Survival.

The following sections survive termination: 1, 2, 5.4, 6.4, 7, 8, 9, 10.2, 11.3, 12, 13, 14, 15, 16, 17, 18.

12. Intellectual Property

12.1 Service.

As between the parties, Backoffice owns all right, title, and interest in and to the Service, the underlying software, and all related intellectual-property rights. Customer’s rights are limited to the license in § 3.2.

12.2 Feedback.

Customer grants Backoffice a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use any feedback Customer provides about the Service.

12.3 Publicity.

Backoffice may, with Customer’s prior consent (which may be by email), identify Customer as a customer in marketing materials or case studies.

13. Confidentiality

Each party (the “Receiving Party”) may receive non-public information of the other party (the “Disclosing Party”) in connection with this Agreement (“Confidential Information”). Confidential Information includes information that is identified as confidential at the time of disclosure or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure, including Customer Data (which is Customer’s Confidential Information) and non-public technical, business, and product information of Backoffice. The Receiving Party will (a) use the Disclosing Party’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement, (b) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance (and in no event less than reasonable care), and (c) not disclose Confidential Information to any third party other than to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than this § 13. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was lawfully in the Receiving Party’s possession without restriction prior to disclosure, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information as required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order.

14. Warranties; Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OPERATION. BACKOFFICE MAKES NO WARRANTY THAT THE SERVICE OR ANY CONNECTED ACCOUNT WILL BE AVAILABLE, ERROR-FREE, OR SECURE, OR THAT THE OUTPUT WILL BE ACCURATE, COMPLETE, OR FIT FOR CUSTOMER’S PURPOSES.

15. Indemnification

Customer will defend Backoffice and its affiliates, officers, directors, employees, and agents against any third-party claim arising from (a) Customer Data, (b) Customer’s or any Authorized User’s breach of this Agreement, (c) Customer’s misuse of the Service, (d) Customer’s books, records, financial statements, or tax filings, or (e) Customer’s instructions to any Connected Account, and will indemnify them against damages finally awarded (or settlement amounts Customer agrees to) on account of such claim.

[DRAFT NOTE → Legal: customer-only indemnity above. Counsel to decide whether to add a reciprocal Backoffice IP-indemnity for third-party IP infringement claims arising from Customer’s authorized use of the Service. Standard SaaS practice is to include one, subject to the liability cap in § 16.]

16. Limitation of Liability

16.1 Exclusion of Indirect Damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Direct Damages.

EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO BACKOFFICE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PER-CLAIM CAP IS THE FEES PAID OR PAYABLE BY CUSTOMER IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT.

16.3 Carve-Outs.

The limitations in §§ 16.1 and 16.2 do not apply to (a) Customer’s payment obligations, (b) either party’s breach of confidentiality, (c) either party’s gross negligence, willful misconduct, or fraud, or (d) Customer’s violation of § 8 (Acceptable Use) or applicable sanctions, export-control, or anti-bribery law.

17. Governing Law; Venue; Dispute Resolution

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida for any dispute arising out of or relating to this Agreement.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

[DRAFT NOTE → Legal: Florida law and Miami-Dade venue carried over from the prior cross-product convention. Counsel should confirm Florida remains the right choice for Backoffice-branded customer contracts. Prior draft contemplated an arbitration alternative; not included here but can be added if counsel prefers.]

18. Compliance and General

18.1 Sanctions / Export.

Customer represents that it is not located in any sanctioned jurisdiction, is not identified on any U.S. government restricted-party list, and will not use the Service in violation of any U.S. export-control law or sanctions program.

18.2 Modifications.

Backoffice may modify this Agreement on at least thirty (30) days’ notice to the email address on Customer’s account. Continued use after the effective date constitutes acceptance.

18.3 Notices.

Notices to Backoffice: legal@backoffice.co. Notices to Customer: account-administrator email or in-product.

18.4 Force Majeure.

Neither party will be liable for any failure or delay in performance (other than Customer’s payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, or pandemic.

18.5 Assignment.

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.

18.6 Severability.

If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent.

18.7 Waiver.

No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right. No waiver is effective unless in writing and signed by the waiving party.

18.8 Entire Agreement.

This Agreement, together with the Privacy Policy and the documentation for the Service, constitutes the entire agreement between the parties regarding the Service and supersedes any prior or contemporaneous agreements concerning the Service.

Backoffice.co, Inc. [DRAFT NOTE → Legal: insert mailing address] legal@backoffice.co