Terms of Service

Electronic Contract

Accepting the Agreement

You, the Client or User (“You”), understand that You are under no obligation to accept this Service Agreement (the “Agreement”) or register with the service.

This Agreement governs the services provided by Outsourcing Solutions, Inc (“OSI”) through Xacct.biz or doing business as Xacct (together the “Services”). The Services permit You to perform a number of functions through the web.You understand that the Terms and Conditions of the Agreement are being provided in electronic form and any acceptance by You of such terms and conditions constitutes your consent to said terms and conditions and acknowledgement of the receipt of the disclosures. You agree that all future notices about the Services may be provided electronically. You are responsible for notifying OSI of any changes for the email address You provide. You will be able to notify any changes to the e-mail address at any time as indicated below.You have the right to receive any notice or disclosure in paper form, as well as a copy of this Agreement. The manner for obtaining said copies is outlined below.

I.        GENERAL PROVISIONS

OSI d/b/a/ Xacct will provide its Services to You subject to the following Terms of Service (“TOS”). In addition, when using Xacct, You will be subject to any guidelines or rules applicable to the Services, which Xacct may communicate to You, and which are to be considered included in the TOS.

II.        NECESSARY EQUIPMENT AND SOFTWARE

In order for You to use the Services, You must obtain access to the World Wide Web, either directly or through devices that access web based content, and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. The only internet browser supported required to use Xacct.biz is Internet Explorer from Microsoft. You must obtain the necessary licenses and pay any fees associated.

III.        DESCRIPTION OF SERVICES

Xacct currently provides users with online business applications that are divided into six (6) separate modules as follow: (1) Bank; (2) Payments; (3) Receivables; (4) Payroll; (5) Financials; and (6) Tasks. A summary of the services that are generally offered include:

•   RECONCILE BANK BALANCE – Reconcile bank accounts on a daily basis.
•   ADD PAYEES – Add new payees with complete information, as requested.
•   DATA ENTRY OF BILLS (A/P) – Scan and accurately enter bills from payees, as received.
•   PROCESS PAYMENTS – Print paper checks or generate electronic payments to payees, as approved. If requested, affix encrypted signature and mail payments.
•   PAY EMPLOYEES – Print paper payroll checks or generate direct deposits to employees once approved.
•   REGULATORY DEPOSITS AND RETURNS – Complete regulatory payroll withholding deposits and prepare and file informative returns.
•   DATA ENTRY OF INVOICES (A/R) – Scan and accurately enter invoices to customers when received or if requested, mail invoices to customers.
•   FINANCIALS – Prepare, review and post financial statements.
•   ACCESS – Maintain 24-7 access to accurate, real time information.

Unless explicitly stated otherwise, any new features that augment or enhance the Services currently offered, including any new service, will be subject to the TOS.

IV.        SERVICE FEES

You agree to pay all Service Fees that Xacct establishes for the Services rendered and You authorize Xacct to debit said fees directly from your account. You agree to pay all costs, including attorney fees, if any, incurred by Xacct in collecting overdue fees from You, and to pay a late charge on any overdue fee at a rate equal to the lesser of 1.5% per month or the maximum rate allowed under applicable law.

V.        USER ID, PASSWORDS AND SECURITY

A username and password are required in order to access the Services. You may designate multiple users under your account which will correspond to the level of Service you are receiving from Xacct, and you may provide and assign total or limited access to each user. Xacct will assign a different User ID and a temporary password for each user that you provide with access, (collectively "User Ids"). Each user is responsible for changing their temporary password(s) when they first log-in. You agree not to disclose or otherwise make the User Id’s available to anyone not authorized under the account. You are responsible for the confidentiality and use of your User IDs and password(s). You will be responsible for all electronic communications, e-mail and financial and other data ("Electronic Communications") entered through or under your User ID. Xacct will act as though any Electronic Communications it receives under your User Ids and password(s) have been effectively sent by You. You agree that it is your obligation to immediately notify Xacct if You become aware of any loss or theft or unauthorized use of any of your User Ids and/or password(s).

VI.        ELECTRONIC COMMUNICATIONS

The Services allows you to send Electronic Communications directly to Xacct and interact within applicable areas of the Services. Electronic Communications include your businesses financial and other related data which you send through the Service (the " Data"). You acknowledge and agree to the following with respect to the use of Electronic Communications through the Services:

•   Xacct shall be entitled, but is not obligated to, review and process your requests on a timely basis;
•   You will not use any Electronic Communication for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening;
•   You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy), without first obtaining the written permission of Xacct;
•   You will not in any way express or imply that any opinions contained in your Electronic Communications are endorsed by Xacct;
•   You agree to promptly provide Xacct with your e-mail address, any changes to your e-mail address and to accept Electronic Communications from Xacct at the e-mail address you specify;
•   You agree that Xacct may provide notices, statements and other communications to you solely through electronic transmissions including, but not limited to, the e-mails or posting on the web site;
•   You understand that the technical processing and transmission of the Service, including your Electronic Communications, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

VII.        SECURITY OF DATA TRANSMISSION

You agree to use software produced by third parties including, but not limited to, "browser" software, e.g. Microsoft's Internet Explorer that supports a data security protocol compatible with the protocol used by Xacct. Until notified otherwise by Xacct, You agree to use software that supports the Secure Socket Layer (“SSL”) protocol or other protocols accepted by Xacct and follow Xacct's log-on procedures for Services that support such protocols.

You acknowledge that Xacct is not responsible for notifying You of any upgrades, fixes or enhancements necessary to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities including, but not limited to, the Internet. You acknowledge that it is possible that Electronic Communications may be accessed by unauthorized third parties when communicated between you and Xacct using the Internet, other network communications facilities, telephone or any other electronic means.

The security of your Data may be maintained through the use of data encryption, data security protocols, passwords and other methods which Xacct may employ, or which Xacct may suggest or require that you employ. Xacct will do everything reasonably in its power to set up and maintain the User iD’s and the back-up. Notwithstanding You agree that Xacct will have no responsibility or liability for the deletion or failure to store any Data transmitted by you or anyone else to the Services.

VIII.        CONFIDENTIALITY

Xacct will not purposely disclose Electronic Communications to third parties without your express authorization. However, Xacct may disclose Electronic Communications and other financial data within our system if required to by law or in the good faith belief that such disclosure is reasonably necessary to: (i) comply with a legal process; (ii) enforce the TOS; (iii) or protect the rights, property, or personal safety of Xacct, its users or others.

IX.        FUNCTIONALITY OF SERVICE

Xacct represents that it will be diligent in processing the instructions received from You and to process them accurately and timely. However, Xacct does not guarantee that the instructions will be processed within a given period of time or that they will be free of significant errors.

You will be responsible for reviewing all the information once it is processed and posted. You are required to review all information processed and posted by Xacct on your behalf before processing or submitting any further instructions. You will be responsible for reading, learning and dominating the software plus the processes and Your responsibilities and “role” as specified in Xacct’s User Manual.

X.        RELATIONSHIP BETWEEN XACCT AND YOUR BANK

Electronic Payments and Direct Deposits will be coordinated through your Bank. Xacct will serve as an intermediary or liaison between You and your Bank. All banks have different restrictions, terms and conditions and contracts with regards to third party involvements. Xacct is in no way assuming any of the responsibilities or contract terms that you have contracted directly with your bank. Xacct will generate an electronic file, as instructed by You, and transmit it to your bank for final processing. Your bank is considered the originator of the transaction and will be responsible for the outcome of the transactions. In addition, Xacct may reserve the right not to do business with a particular bank. Xacct will not be responsible for the accuracy and timing of the information reported from your bank. Xacct will not be responsible for answering or explaining any transaction not originated by us that may have or have not cleared the bank.

You are solely responsible for not overdrawing your account balance.

XI.        INSTRUCTIONS AND DOCUMENTS RECEIVED FROM YOU

Xacct will honor your instructions only when You have complied with the terms and conditions of this Agreement. Xacct will process and post all information, as received in your instructions or in the supporting documents (e.g. invoices).

Xacct will not be responsible for the accuracy, correctness or propriety of said source documents. You are responsible for reviewing the accuracy, correctness and propriety of the source documents that Xacct has processed and posted by reviewing the images posted, if available. If Xacct receives an instruction authorized by you and the instruction is erroneous in any way, Xacct shall have no obligations or liability for the error.

In addition, Xacct will not be responsible for any missing information or lost documents.

XII.        PROPIETY AND SOURCE OF PAYMENTS AND DEPOSITS

Xacct will not be responsible for segregating payments made between personal and business expenses. All payments processed by Xacct pursuant to your instructions will be considered legitimate business disbursements/expenses. In addition, Xacct will not be responsible for monitoring the source of your deposits. Finally, Xacct will not be responsible and will not consider any cash transactions outside those that are deposited or withdrawn through/from your bank accounts, as reported by your bank.

XIII.        TIMING OF PAYMENTS AND INSTRUCTIONS

You are responsible for scheduling all payments with enough time to meet any due dates, taking into consideration any delivery time lags (e.g. weekly deliveries or checks, etc). This clause includes all regulatory payments (e.g. withholdings made for professional services, FICA, etc.).

However, if Xacct has successfully debited from your account payroll regulatory taxes or withholdings it will be responsible for depositing said moneys at the regulatory agencies and to comply with applicable reporting requirements.

IT IS EXPRESSLY AGREED THAT XACCT WILL NOT BE LIABLE FOR LATE CHARGES OR ANY TYPE OF PENALTY IMPOSED ON YOU, OR FOR DAMAGES OR INCONVENIENCES OF ANY KIND WHATSOEVER SUFFERED BY YOU AS A CONSEQUENCE OF PAYMENTS THAT ARE LOST IN THE MAIL OR PAYMENTS MADE AFTER THEIR DUE DATE.

In addition, Xacct is not responsible for any payments not properly credited or applied by your Payee or beneficiary.

To stop a payment that has been already scheduled and approved by You from getting processed, you must notify Xacct in writing at least three (3) working days in advance.

XIV.        GENERAL PRACTICES REGARDING THE USE OF THE SERVICE

You acknowledge that Xacct may establish general practices and limits concerning the use of the Services including, without limitation, the maximum number of times (and the maximum duration for which) You may access the Service in a given period of time. You acknowledge that Xacct reserves the right to disable accounts that are inactive for an extended period of time. You acknowledge that Xacct reserves the right to disable accounts that are inactive for an extended period of time. You further acknowledge that Xacct reserves the right to change these general practices and limits at any time, in its discretion, as long as they are notified to you according to the TOS.

XV.        PROPIETARY RIGHTS

You acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property laws and regulations. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Software, in whole or in part. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services or access to the Services.

"Xacct" and the Xacct logo and other Xacct trademarks, service marks, logos and product and service names are trademarks of Xacct (the "Xacct Marks").

You agree not to display or use the Xacct Marks in any manner without Xacct's express prior written permission including, but not limited to, any financial reports or any other information directly obtainable from the Services.

XVI.        DISCLAIMER OF WARRANTIES

Your use of the Services it at your sole risk. The Services are provided on an “As Is” and “As Available” basis. Xacct expressly disclaims all warranties of any kind, whether express or implied including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Xacct makes no warranties that: (1) the Services will meet your requirements; (2) the Services will be uninterrupted, timely, secure or error free; (3) the results that may be obtained from the use of the Service will be accurate or reliable; or (4) any errors in the Software or services will be corrected.

No advice or information, whether oral or written, obtained by you from Xacct or through the services shall create any warranty not expressly stated in the TOS.

XVII.        LIMITATION OF LIABILITY

In no event will Xacct be liable to You or anyone else for any direct, consequential, incidental, special, punitive or indirect damages including, but not limited to, loss of profits, goodwill, use, data or other intangible items arising from your use of the Services, even if Xacct has advised of the possibility of such damages or losses. You agree that the liability of Xacct, arising out any kind of legal claim (whether contractual, tort or otherwise), in any way related to the Services, shall be limited to the reimbursement of the amount you paid for the Services. Xacct shall not be liable for damages or inconveniences of any king whatsoever that You may be subject to, if Xacct proceeds in accordance with your instructions.

Xacct assumes no responsibility and shall not be liable for any loss resulting from an incident over which Xacct does not have direct control including, but not limited to, failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, viruses. errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or your telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes.

Further Xacct will not be responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Services.

XVIII.        INDEMNITY

You agree to defend, indemnify and hold Xacct harmless from and against any and all claims, losses, liability costs and expenses including, but not limited to, attorneys' fees arising from your violation of the TOS, state or federal laws or regulations, or any third party's rights including, but not limited to, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of Services.

XIX.        MODIFICATION TO OR DISCONTINUATION OF SERVICES

Xacct reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. You agree that Xacct shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

XX.        TERMINATION

The minimum contract term is three months based on a natural quarter end (e.g. March 30, June 30, September 30 and December 31). If the service is not cancelled in writing before a quarter end, receipt requested, it will be renewed automatically for an additional three month period.

You agree that Xacct, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Services, and remove and discard any Electronic Communications within the Service, for any reason including, without limitation, lack of use, breach of the Agreement, unauthorized use of the User Id’s or if Xacct believes that you have violated or acted inconsistently with the letter or spirit of the TOS.

Xacct may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this TOS may be effected without prior notice, and acknowledge and agree that Xacct may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services.

In the event that your Service with Xacct terminates, Xacct will use commercially reasonable efforts to return your Data to you electronically, in an appropriate format selected by Xacct, as promptly as is reasonably possible after such termination, provided you have complied with the TOS and have paid in full all amounts owed to Xacct. Further, you agree that Xacct shall not be liable to you or any third party for any termination of your access to the Service. However, if the termination is unrelated to your acts or omissions, Xacct will refund the pro rata portion of any fee that may have been paid by you for the portion of the Services not furnished to you, as of the date of such termination.

XXI.        LINKS

The Services or third parties may provide, links to other World Wide Web sites or resources. Because Xacct has no control over such sites and resources, you acknowledge and agree that Xacct will not bw responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Xacct shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on or through any such site or resource.

XXII.        NOTICES

Notices to you from Xacct may be made by either e-mail, regular mail or by displaying notices or links to notices to you on the web site.

XXIII.        MODIFICATIONS

Xacct may provide notices of changes to the TOS, the Services or other matters by displaying notices or links to notices to you on the web site. The TOS may be modified by Xacct upon notice to you. If Xacct sends you notice of a modification via e-mail, posting on the Service or otherwise you confirm your acceptance of the modification by not canceling and/or by continuing to use the Services.

XXIV.        OBJECTION

Any failure by Xacct to object to or take affirmative action with respect to any conduct by You that is in violation of the terms of this Agreement shall not be deemed a waiver of such rights, nor shall any waiver be implied from the making of any payment hereunder. Xacct’s review, approval, acceptance or payment for Services under this Agreement shall not operate as a waiver of any rights under this Agreement and You shall be and remain liable to Xacct for all damages incurred by Xacct as a result of your failure to perform in conformance with the terms and conditions of this Agreement. The rights and remedies of Xacct provided for under this Agreement are in addition to any other rights or remedies provide by law.

XXV.        APPLICABLE LAWS

The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the Commonwealth of Puerto Rico. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

XXVI.        SEPARABILITY

In the event that any provision hereof is held to be illegal, invalid or unenforceable by final unappealable order, decree or judgment of any court, such provision shall be deemed to be separate from all of the other provisions hereof and all such other provisions shall remain in full force and effect as if such illegal, invalid or unenforceable provision were not a part hereof.

XXVII.        DISCREPANCIES

This Agreement shall prevail should any discrepancies emerge in the interpretation between this Agreement and any other letters, documents or proposals enclosed, presented or submitted by Xacct.

XXVIII.        TITLES

The titles used in this Agreement are for reference purposes only and do not constitute an integral part thereof.

XXIX.        JURISDICTION

The parties to this Agreement acknowledge and agree that all disputes arising out of, or relating to, this Agreement and all actions to enforce it shall be governed and judged by the laws and the state courts of the Commonwealth of Puerto Rico, without regard to its conflict of law provisions. The parties hereby irrevocably submit to the jurisdiction of the Courts of First Instance, Superior Court of San Juan for any matter, arising out of or relating to this Agreement. Insofar as permitted under the applicable law, this consent shall be self-operative and no further instrument or action shall be necessary in order to confer jurisdiction upon the parties in any court.

XXX.        ENTIRE AGREEMENT

This document contains the entire Agreement between the parties. No representations were made or relied upon by either party, other than those that are expressly herein set forth. The TOS constitute the entire agreement between you and Xacct and govern your use of the Service, superseding any prior agreements between you and Xacct with respect to the subject matter contained in the TOS.