Terms of Service

1.Agreement to these terms

These terms are between you and Phoenix Strategy Group (“we”, “us”) and govern your use of Dear CFO: the site at dearcfo.com and the application at app.dearcfo.com (together, the “Service”). By accessing or using the Service you agree to them. If you do not agree, do not use it.

If you are agreeing on behalf of a company, you confirm you are authorised to bind it, and “you” means that company.

Where you also have a signed order form or services agreement with us, that document controls if it conflicts with these terms.

2.Definitions

Customer Data

Everything you connect, upload or enter: your ledger, invoices, contacts, files, models and anything derived from them

Connected Service

A third-party system you link to Dear CFO, such as QuickBooks, Xero, HubSpot, Stripe or your own BigQuery

Output

Anything the Service produces from Customer Data: statements, forecasts, valuations, dashboards, reports and AI-generated text

3.Accounts

You need an account to use the application. You must give accurate information, keep your credentials secure, and tell us promptly if you think someone else has got in. You are responsible for what happens under your account.

A company administrator can invite and remove users and control what each can see. If you are invited to a company workspace, that company's administrator controls your access and can remove it.

You must be at least 18 and able to enter a contract.

4.The Service, and connected systems

We grant you a non-exclusive, non-transferable right to use the Service during your subscription or engagement, for your own business purposes.

When you connect a Connected Service you authorise us to access it on your behalf and to copy data from it, using the permissions you grant. You confirm you have the right to do that, including any right needed to share other people's information with us.

Connected Services are not ours. They can change their APIs, change their terms, rate-limit us or cut access off, and any of those can break a feature with no notice to us. We are not responsible for a third party's acts, outages or data quality. If the numbers in your accounting system are wrong, the numbers in Dear CFO will be wrong too.

We improve the Service continuously and may change features. If we remove something you materially rely on, we will give you reasonable notice.

5.Your data stays yours

You own Customer Data. We claim no ownership of it.

You grant us only the licence we need to run the Service for you: to host, copy, process, transmit and display Customer Data, and to share it with the service providers listed in our Privacy Policy for that purpose. That licence exists so the product can function, and it ends when the data is deleted.

We may use aggregated, de-identified information about how the Service is used to operate and improve it, never in a form that identifies you, your business or anyone in your data.

You own the Output as it relates to your business, subject to our rights in the Service itself.

6.AI features

The Service includes features that use AI models to answer questions, write commentary and summarise documents and meetings. Using them sends the relevant Customer Data to our AI provider for processing. Our Privacy Policy sets out exactly what is sent.

AI output is generated, not verified. It can be wrong, incomplete or confidently misleading, and two identical questions can produce different answers. Check anything you intend to act on. The Service shows its working (the query it ran and the rows it saw) precisely so that you can.

You must not use the AI features to try to extract another customer's data.

7.Acceptable use

You agree not to:

• Break the law with it, or use it to infringe someone else's rights.
• Upload data you do not have the right to share, or that includes health records, government identifiers or payment card numbers. The Service is not built for those.
• Try to access another customer's data, or probe, scan or attack the Service.
• Reverse engineer it, or copy it to build a competing product.
• Resell or sublicense access without our written agreement.
• Interfere with its operation, or place unreasonable load on it.

We may suspend access without notice if we believe it is being used to attack the Service or to harm someone, and we will tell you why as soon as we reasonably can.

8.Fees

What you pay, and when, is set out in your order form or in the Phoenix Strategy Group services agreement under which Dear CFO is provided to you. Where neither exists, the Service is provided at our discretion and we may stop providing it on reasonable notice.

Fees are exclusive of taxes, which you are responsible for. Invoices are payable as stated on them; we may suspend the Service for a materially overdue account after telling you first.

9.Our intellectual property

The Service, including its software, design, documentation and the Dear CFO andPhoenix Strategy Group names and marks, belongs to us and our licensors. These terms grant you the right to use it, not any ownership of it. Feedback you send us we may use freely and without obligation.

10.The Service is software, not professional advice

This matters more here than in most terms, so it is not buried in the disclaimers.

Dear CFO produces financial statements, forecasts, scenarios, valuations, metrics and written commentary. All of it is Output of software, generated from data you supplied, using assumptions and methods you or we configured.

It is not accounting, audit, tax, investment, legal or other professional advice, and it is not a substitute for any of them. A valuation the Service produces is not a valuation opinion. A statement it renders is not an audited financial statement and has not been reviewed or attested by anyone. A forecast is an arithmetic projection of assumptions, not a prediction.

Do not rely on Output for a financing, a transaction, a tax filing, a regulatory submission or a board representation without having a qualified professional review it. Where Phoenix Strategy Group also provides you with advisory services, that advice is governed by your services agreement with us, not by these terms and not by anything the software prints.

11.Confidentiality

Each of us may learn confidential information from the other. We will each use it only to perform under these terms, protect it with at least reasonable care, and not disclose it except to people who need it and are under similar obligations. This does not cover information that is public through no fault of the receiver, was already known, or is independently developed. Either of us may disclose where the law compels it, after giving the other notice where we lawfully can. Customer Data is your confidential information.

12.Term, termination, and getting your data out

These terms apply for as long as you use the Service. You may stop and close your account at any time. We may terminate for material breach that is not cured within 30 days of notice, or immediately where required by law or where continuing would expose us or others to harm.

Before you go, export what you need. The Service provides export throughout; if you need help, ask us before termination and we will assist for 30 days afterwards.

After termination we delete Customer Data within a reasonable period. Backups age out on the schedule in our Privacy Policy, which is specific about the timing. The sections that by their nature should survive (ownership, confidentiality, disclaimers, liability, indemnity and governing law) do.

13.Warranties and disclaimers

We will provide the Service with reasonable skill and care. Beyond that, and to the extent the law allows, the Service is provided “as is” and “as available”, and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

We do not warrant that the Service will be uninterrupted or error-free, that defects will be fixed, or that Output will be accurate or complete. We have no service-level commitment unless one is written into your order form.

14.Limitation of liability

To the fullest extent the law allows, neither of us is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, even if warned they were possible.

Our total liability arising out of or relating to these terms or the Service is capped at the greater of the fees you paid us for the Service in the twelve months before the claim, or one thousand US dollars.

These limits do not apply to either party's indemnity obligations below, to a breach of confidentiality, or to anything that cannot lawfully be limited.

15.Indemnification

You will defend and indemnify us against third-party claims arising from your Customer Data, from your use of the Service in breach of these terms or the law, or from your not having had the right to share data you connected.

We will defend and indemnify you against third-party claims that the Service as we provide it infringes their intellectual property, provided you tell us promptly and let us control the defence.

16.Governing law and disputes

These terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules. The state and federal courts located in the State of Delaware have exclusive jurisdiction, and we each consent to their venue.

Before filing anything, email us at support@dearcfo.com and give us 30 days to resolve it. Most things are a misunderstanding.

17.Everything else

Changes. We may update these terms. If a change is material we will update the effective date and tell account holders by email before it takes effect; continuing to use the Service after that means you accept it. If you do not, stop using the Service and tell us.

Notices. To us, at support@dearcfo.com. To you, at the email on your account.

Assignment. You may not assign these terms without our consent. We may assign them to an affiliate or to a buyer of our business.

Entire agreement, severability, waiver. These terms, with any order form or services agreement and the Privacy Policy, are the whole agreement about the Service. If a provision is unenforceable the rest stands. Not enforcing something once does not waive it. Neither of us is liable for delay caused by events outside our reasonable control.

18.End User License Agreement

These terms are the End User License Agreement for Dear CFO, including when you install or connect it from the QuickBooks App Store or any other marketplace.

Subject to these terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes while your account is active. You may not copy, modify, resell, sublicense or reverse engineer the Service, or use it to build a competing product. The licence ends when your account does.

The marketplace you connected through is not a party to this agreement and is not responsible for the Service or its support. Questions go to us at support@dearcfo.com.