Terms of Use

1. Acceptance of Terms

SWIFT BOOKKEEPING CONVERSION INC., operating as Swift (the “Company”), provides information and services, including JournalFlow, through its websites (the “Website”). Access to and use of this Website and the Services are provided to you subject to your acceptance of and compliance with these terms and conditions (the “Terms”).

By accessing or using this Website or the Services, you acknowledge that you have read, accepted, and agreed to these Terms. If you do not agree to these Terms, do not access or use this Website or the Services.

When using particular Services, you may also be subject to posted guidelines, rules, proposals, order forms, statements of work, service agreements, or other written terms applicable to those Services. Those additional terms are incorporated into these Terms where applicable. If a separately signed written agreement with the Company conflicts with these Website Terms, the signed agreement will control to the extent of the conflict.

The Company reserves the right to change these Terms from time to time. The date above shows when these Terms were last updated. Your continued access to or use of this Website or the Services after updated Terms are posted constitutes acceptance of the Terms as modified, subject to any different change process in an applicable signed client agreement.

2. Registration Obligations

If the Company provides account-based areas of the Website or Services, you may be required to complete a registration process and select or receive a user name, password, or other credentials (collectively, “Credentials”). Your Account and Credentials are specific to you and may not be shared with or transferred to another person except as expressly authorized by the Company.

You are responsible for maintaining the confidentiality and security of your Credentials and for activity carried out through your Account. You will promptly notify the Company if you know or suspect that your Account or Credentials have been used without authorization.

You agree to provide true, accurate, current, and complete information when registration information is required and to keep that information reasonably current. The Company may suspend or terminate access where information is materially inaccurate or where Credentials appear to be insecure or used inappropriately.

Individuals under 18 years of age may not register for account-based Services unless the Company expressly permits otherwise in writing.

3. Description of Services

The Company offers information and services relating to accounting data, Xero conversions, and accounting automation (the “Services”). JournalFlow is a Swift service designed to process recurring reports and other approved source information according to configured accounting workflows.

Depending on the agreed workflow, routine information may be processed automatically while files, data, or results that do not safely fit the approved workflow may be stopped or held for review rather than forced through.

The provision of the Services is subject to these Terms and to any proposal, quote, subscription, order form, statement of work, service agreement, or other written terms accepted in connection with the Services. Clients are responsible for providing accurate information and for notifying the Company of material changes to reports, source systems, connected accounting organizations, or business processes that could affect an agreed workflow.

4. Privacy Policy

Credentials, registration information, reports, source files, accounting data, connected-service information, and other information that you provide to us through the Website or Services are subject to the Company's Privacy Policy. Your privacy is important to us. Please review the Privacy Policy for further details.

5. Use of the Website

The Company authorizes you to view, download, and print a single copy of materials and content provided on this Website for your personal or internal business use in connection with evaluating or using the Services. You may not remove any trademark, copyright, or other proprietary notices from such copy or modify the materials in a way that suggests Company approval or authorship.

Except as otherwise set out in these Terms or a written agreement, copying or reproduction of Website materials or content, in whole or in part, for commercial distribution, retransmission, republication, modification, reverse engineering, sale, or other exploitation without the prior written permission of the Company is prohibited.

The Company reserves the right to take steps it considers reasonably necessary, including suspension or termination of access and legal action, to restrain unauthorized or prohibited activity.

6. Trademarks and Copyright

Swift, JournalFlow, the Website domains, related words and logos, and other trade names or trademarks of the Company used on this Website are trademarks or trade names of the Company in Canada and other jurisdictions where applicable. Nothing in these Terms or on this Website grants you a licence or other right to use those marks, names, or other Company intellectual property except as expressly permitted in writing.

The names of other companies, products, and services referred to on this Website may be trademarks or trade names of their respective owners.

The materials provided on this Website, including Website content, design, text, graphics, and their selection and arrangement, are protected by copyright. The Company also retains ownership of JournalFlow and of its software, code, systems, processes, methods, templates, workflow designs, reusable configurations, documentation, and know-how.

Clients retain ownership of the data, records, reports, and other materials they provide to the Company, subject to any rights of third parties. Clients authorize the Company to use those materials as reasonably necessary to provide the requested Services.

7. User Generated Content and Feedback

If any portion of the Website or Services allows users to post or exchange information, ideas, or opinions (“User Content”), the Company may not screen, edit, or review all User Content before it is posted or transmitted. User Content does not necessarily reflect the views of the Company, and the Company disclaims responsibility for User Content to the extent permitted by law.

We welcome questions, comments, and feedback about the Website and Services (“Feedback”). If you provide Feedback, you grant the Company a non-exclusive, royalty-free, perpetual, irrevocable, and sublicensable right to use and commercialize that Feedback for any purpose without compensation to you, provided that this does not transfer ownership of your confidential client data or accounting records.

8. Hyperlinks and Third-Party Services

Hyperlinks on this Website are provided for convenience only. Links do not imply endorsement of a linked site or affiliation with its owner or operator. The Company has no control over the content or privacy practices of linked sites.

The Services may connect with or depend on third-party products and services, including Xero. Those third-party services are provided under their own terms, privacy policies, availability commitments, and technical requirements. The Company is not responsible for outages, API restrictions, account suspensions, service changes, or other acts or omissions of a third-party provider that are outside the Company's reasonable control.

9. Acceptable Use and Restrictions

In addition to complying with these Terms, you agree to use this Website, the Services, and Website materials for lawful purposes only and in a manner consistent with applicable local, national, and international laws and regulations.

You agree not to use the Services or this Website in a manner that:

• infringes, violates, or misappropriates intellectual property or other rights of any third party;
• is defamatory, discriminatory, unlawful, fraudulent, malicious, or harmful to any person or entity;
• submits information that you do not have the right or authority to provide or process;
• attempts to gain unauthorized access to accounts, systems, data, or another client's information;
• interferes with the security, reliability, or operation of the Website or Services; or
• copies, reverse engineers, extracts, resells, or reproduces JournalFlow or other proprietary Company technology except where expressly permitted by law or written agreement.

10. Indemnity

You will defend, indemnify, and hold harmless the Company from and against losses, damages, costs, expenses (including reasonable legal fees), claims, complaints, demands, actions, suits, proceedings, obligations, and liabilities arising from, connected with, or relating to your unlawful or unauthorized use of this Website or the Services, User Content or Feedback, your negligence or misconduct, information or instructions you were not authorized to provide, or your material breach of these Terms.

The Company retains the right to participate in the defence of and settlement negotiations relating to any third-party claim, complaint, demand, action, suit, or proceeding with counsel of its own selection at its own cost and expense.

11. Disclaimers

You understand and agree that:

1. Use of this Website and the Services is at your own risk. Except for commitments expressly made in a written agreement, this Website and the Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, the Company and its employees, agents, officers, directors, affiliates, and third-party service providers (collectively, the “Company Parties”) disclaim warranties or conditions not expressly provided in writing, including implied warranties and conditions of merchantable quality, fitness for a particular purpose, and non-infringement.
2. The Company Parties make no warranty or condition that the Website or Services will be uninterrupted or error-free. The Company Parties are not responsible for failures of third-party services or for deletion or failure to store or access electronic files where such events are outside the Company's reasonable control.
3. Access to and downloading of material from the Website or third-party services is at your own risk. You are responsible for maintaining appropriate safeguards and backups for your own systems and original accounting records.

JournalFlow may assist with repeatable accounting processing, but clients remain responsible for their accounting records, accounting policies, approvals, financial statements, tax returns, regulatory filings, and other professional or legal obligations unless a written agreement expressly provides otherwise.

12. Limitations of Liability

To the maximum extent permitted by applicable law, the Company Parties will not be liable for indirect, consequential, incidental, special, compensatory, exemplary, or punitive damages, or for loss of income, business profits, business opportunities, business interruption, goodwill, data, or business information, arising out of or related to these Terms, the Website, or the Services.

Unless a separate written agreement provides a different limit, the cumulative liability of the Company Parties arising out of or related to these Terms or the affected Services will not exceed the amount paid by you to the Company for the affected Services in the one month immediately prior to the claim.

The foregoing disclaimers and limitations apply regardless of the cause, circumstances, or form of action giving rise to the loss, damage, claim, or liability, including contract, tort, negligence, strict liability, or another legal or equitable theory, even if advised of the possibility of such loss, damage, delay, claim, or liability.

You acknowledge that these Terms present an allocation of risk and liability that is a factor in the pricing and provision of the Services. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

13. General

These Terms, the Privacy Policy, and any applicable written proposal, order form, statement of work, service agreement, or other written agreement between the Company and you constitute the agreement governing the applicable Website or Services. If a signed written agreement conflicts with these Website Terms, the signed agreement will control to the extent of the conflict.

No waiver of any of these Terms will be deemed a further or continuing waiver of that Term or any other Term. If any provision is held unenforceable by a court or other competent authority, that provision will be restricted or eliminated only to the minimum extent necessary and the remaining provisions will remain in full force and effect. Headings are for convenience only and do not limit or otherwise affect these Terms.

The relationship between the Company and you is that of independent contractors. Neither party nor their officers, agents, or employees will be construed to be partners, joint venturers, fiduciaries, employees, or agents of the other merely because of these Terms or use of the Website or Services.

These Terms and all related matters are governed by the laws of the Province of British Columbia, Canada and the laws of Canada applicable in British Columbia, excluding conflict-of-laws rules that would lead to the application of another jurisdiction's laws.

To the extent permitted by applicable law, unless the Company agrees otherwise or a separate written agreement provides a different dispute process, any claim, dispute, or controversy arising out of or relating to the Services, this Website, these Terms, or the Privacy Policy will be determined by final and binding arbitration to the exclusion of the courts. Where applicable, arbitration will be conducted on a simplified and expedited basis by one arbitrator pursuant to the applicable commercial arbitration laws and rules. This does not prevent the Company from seeking injunctive relief where necessary to protect its interests.

To the extent permitted by applicable law, dispute-resolution proceedings will be conducted on an individual basis and not as a class, consolidated, or representative action. If a claim proceeds in court rather than arbitration, each party waives any right to a jury trial where such a waiver is legally effective.

These Terms have been drawn up in the English language at the express request of the parties. Les présentes modalités ont été rédigées en anglais à la demande expresse des parties.