Terms of service

1. Acceptance and related documents

These terms of service (the "Terms") are between SMB Solved LLC ("SMB Solved", "we", "us"), a Texas limited liability company, and the company or organization that subscribes to the service (the "Customer", "you"). They govern the Customer’s subscription to the Steda service available at stedahq.com and app.stedahq.com (the "Service").

By signing an order form, paying an invoice, or accessing the Service, the Customer accepts these Terms and confirms that the person accepting has authority to bind the Customer.

The end user license agreement governs how the Service may be used, and the privacy policy describes how we handle data. If an order form conflicts with these Terms, the order form controls for that subscription. If these Terms conflict with the end user license agreement, these Terms control on subscription, fees, renewal, suspension, and termination, and the end user license agreement controls on license scope and use of the Service.

2. Accounts and eligibility

The Service is offered to businesses and to accountants and bookkeepers serving businesses. It is not offered to consumers or to anyone under 18.

There is no self-serve signup. SMB Solved provisions each Customer account after the order form is signed and designates the Customer’s first administrator, who may then invite additional users. Subscriptions include an unlimited number of users for the Customer’s licensed entities.

The Customer is responsible for everyone who uses the Service under its account, for keeping user credentials confidential, for removing users who should no longer have access, and for notifying us promptly at hello@stedahq.com of any unauthorized use.

3. Subscriptions and entities

The Service is licensed per entity. An entity is one set of books, which for connected Customers means one QuickBooks company file. Each additional set of books the Customer wishes to manage in the Service is an additional entity under the subscription.

The order form states the number of entities covered and the subscription term. The Customer may add entities at any time; added entities are invoiced at the rate stated on the order form or the pricing page, prorated to the end of the current term, and renew with the subscription.

QuickBooks Online and QuickBooks Desktop connections are included with every subscription and are never a separate charge.

4. Fees, invoicing, and payment

The Customer will pay the fees stated on the order form or, if none, the fees published at stedahq.com/pricing at the time of order. Subscription fees are invoiced in advance for each term, monthly or annually as the Customer selects, and are due as stated on the invoice. Subscription fees are charged per entity, and each entity includes an asset allowance stated on the pricing page; registers above that allowance are charged the published overage.

A one-time implementation fee applies to new subscriptions and is invoiced with the first term. The fee depends on the scope of the register migration, is quoted on the order form before signature, and is not refundable once the migration work has begun.

Invoices are payable by ACH bank transfer or by card through our payment processor. Payment by card may be subject to a processing charge where permitted by law and stated on the order form.

Fees are exclusive of taxes. The Customer is responsible for any applicable sales, use, or similar taxes on the subscription, other than taxes on SMB Solved’s income. If we are required to collect such a tax, it will appear as a separate line on the invoice.

Fees may change at renewal. We will give notice of any price change at least 30 days before the renewal date it applies to.

5. Renewals and cancellation

Monthly subscriptions renew automatically each month. Annual subscriptions renew automatically for successive one-year terms. Either may be cancelled by written notice to hello@stedahq.com at least 30 days before the current term ends; cancellation takes effect at the end of that term.

Fees are not refundable for partial periods, unused entities, or unused time in a term, except where these Terms expressly provide otherwise or a refund is required by law.

6. Late payment and suspension

If an invoice is not paid when due, we will send a past due notice to the Customer’s account owner. If the balance remains unpaid 15 days after that notice, we may place the account in a suspended state.

Suspension is read-only. The Customer can continue to sign in, view its registers, reports, and audit trail, and export its data in Excel and CSV formats, but cannot post, close, import, or edit until the balance is settled. We do not delete Customer data for non-payment during the term.

We may fully lock an account, without the read-only period, only where required by law or a valid legal order, or where the account is being used in breach of the acceptable use section in a way that threatens the Service, other customers, or third parties. We will notify the Customer as soon as we reasonably can.

7. Customer data and export

The Customer owns its data. We receive only the limited rights needed to host, process, back up, display, and support Customer data in order to provide the Service, as described in the privacy policy.

The Customer may export its data in Excel and CSV formats at any time through the Service. This right continues during any suspension and for at least 60 days after the subscription ends. Exports include the asset registers, depreciation schedules, prepared journal entries, and the audit trail.

After the 60-day export period following termination, we may delete Customer data. We may retain limited records, such as invoices and audit records, where the law requires it, and copies may persist in encrypted backups for a limited time before they are cycled out.

8. Acceptable use

The Customer will not, and will not permit anyone to:

• ·Use the Service in violation of any law or to store or transmit unlawful, infringing, or harmful material.
• ·Share credentials, or allow anyone other than the Customer’s authorized users to access the Customer’s account.
• ·Bypass or attempt to bypass security controls, tenant isolation, rate limits, or usage limits.
• ·Probe, scan, or test the Service for vulnerabilities without our written permission.
• ·Reverse engineer, decompile, or copy the Service, or use it to build a competing product.
• ·Resell or offer the Service to third parties, except as permitted for accountants and bookkeepers under the end user license agreement.
• ·Introduce malware or use automated means to overload the Service.

9. QuickBooks and other third-party services

The Service can connect to QuickBooks Online and QuickBooks Desktop, offered by Intuit, only when the Customer authorizes the connection. The Customer’s use of those platforms is governed by Intuit’s own terms, and SMB Solved is not responsible for their availability, accuracy, or changes to them.

Steda is not a general ledger and does not replace QuickBooks or any other accounting system. The Service prepares entries and posts them to the connected platform only on the Customer’s instruction. The Customer remains responsible for reviewing staged data before posting and for the completeness and accuracy of its accounting records.

The Customer may disconnect a third-party service at any time. Disconnecting does not delete data already in the Service; the Customer can continue to work with manual imports and file exports.

10. Availability, maintenance, and support

We will make commercially reasonable efforts to keep the Service available. Scheduled maintenance is performed so as to minimize disruption and, where practical, outside United States business hours. These Terms do not include an uptime commitment or service credits; if a service level agreement is agreed, it will appear in the order form.

Support is provided by email at support@stedahq.com during business hours, Monday through Friday, Central time, excluding United States federal holidays. We aim to respond within one business day.

11. Confidentiality

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer data, pricing, and non-public information about the Service ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, and advisers who need to know it and are bound by confidentiality obligations at least as protective.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without restriction, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information where the law requires it, with prompt notice to the other party where permitted.

These obligations survive for three years after the subscription ends, and for Customer data for as long as we hold it.

12. Intellectual property and feedback

SMB Solved and its licensors own the Service, including its software, design, documentation, and all improvements to them. Except for the rights expressly granted in the end user license agreement, no rights in the Service are transferred to the Customer.

If the Customer or its users provide suggestions or feedback about the Service, SMB Solved may use that feedback without restriction or obligation. Feedback never includes Customer data.

13. Disclaimer of warranties

The Service is provided "as is" and "as available". To the maximum extent permitted by law, SMB Solved disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that the Service will be uninterrupted or error-free.

The Service computes depreciation and prepares entries according to the methods, conventions, and configuration the Customer selects. It is software, not accounting, tax, audit, or legal advice. The Customer and its accountants are responsible for the correctness of the Customer’s books, financial statements, and tax filings, including choosing appropriate methods and reviewing results before relying on them.

14. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost data, arising out of or related to these Terms, even if advised of the possibility.

To the maximum extent permitted by law, SMB Solved’s total liability arising out of or related to these Terms and the Service will not exceed the fees the Customer paid for the Service in the twelve months preceding the event giving rise to the claim.

These limits do not apply to a party’s indemnification obligations, to breach of confidentiality, or to liability that cannot be limited by law.

15. Indemnification

The Customer will defend and indemnify SMB Solved against third-party claims, and the resulting damages, costs, and reasonable attorneys’ fees, arising from Customer data, the Customer’s use of the Service in breach of these Terms or the law, or the Customer’s accounting records, filings, or business decisions.

SMB Solved will give the Customer prompt notice of any such claim, reasonable cooperation at the Customer’s expense, and control of the defense, provided that no settlement imposing obligations on SMB Solved is made without its written consent.

16. Term and termination

These Terms begin when the Customer first accepts them and continue for as long as the Customer has an active subscription, including renewals.

Either party may terminate for material breach that remains uncured 30 days after written notice. SMB Solved may also terminate immediately for a breach of the acceptable use section that threatens the Service, other customers, or third parties, or where required by law.

On termination or expiry, the Customer’s access to the Service ends, subject to the export period described in the customer data section, and any unpaid fees for the current term become due. Sections on fees, customer data, confidentiality, intellectual property, disclaimer of warranties, limitation of liability, indemnification, governing law, and miscellaneous survive termination.

17. Changes to these terms

SMB Solved may update these Terms from time to time. Material changes will be posted at stedahq.com/legal/terms and notified to the Customer’s account owner by email or in the Service at least 30 days before they take effect. Continued use of the Service after that date is acceptance. If the Customer does not accept a material change, it may cancel before the change takes effect and receive a prorated refund of prepaid fees for the remainder of the term.

18. Notices

Notices to SMB Solved must be sent by email to hello@stedahq.com. Notices to the Customer will be sent to the email address of the Customer’s account owner or posted in the Service. Notices are effective when sent, or on the next business day if sent outside business hours.

19. Governing law and venue

These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws rules. The parties consent to exclusive venue in the state and federal courts located in Texas, and waive any objection to that venue.

20. Miscellaneous

These Terms, the end user license agreement, the privacy policy, and any order form are the entire agreement between the parties on their subject and replace any prior discussions. If any provision is found unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.

The Customer may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all of its assets, with notice to us. SMB Solved may assign these Terms to a successor entity with notice to the Customer. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations. The parties are independent contractors, and nothing in these Terms creates a partnership, agency, or employment relationship.

21. Contact

SMB Solved LLC. Questions about these Terms: hello@stedahq.com.