Terms Of Service

Last updated: 9 July 2026

1. Introduction and Acceptance

1.1 JFDI Time Sync (the “Application”) is an integration service provided by JFDI GURU LTD, a company incorporated in the Republic of Cyprus (registration number ΗΕ 422598) (“JFDI GURU”, “we”, “us”, “our”).

1.2 These Terms of Service, together with the Privacy Policy and any applicable related documentation, including schedules, annexes, pricing terms, order or service schedule, (together, the “Agreement”), form a binding agreement between you (the “User”, “you”, “your”) and JFDI GURU governing your access to and use of the Application.

1.3 By accessing, connecting any account to, or otherwise using the Application, you agree to the Agreement. If you do not agree to these Terms, you are not authorised to, and must not, access or use the Application.

1.4 The Agreement comprises: (a) these Terms (including Schedule 1); (b) the Privacy Policy; and (c) any Price Schedule, order or other related documentation provided to or agreed with you, each incorporated by reference. If there is any conflict or inconsistency between them, the following order of precedence applies, the higher prevailing over the lower: (i) the Data Processing Agreement (Schedule 1), to the extent the conflict concerns the processing of personal data; (ii) any Price Schedule or order signed by both parties; (iii) the body of these Terms; and (iv) the Privacy Policy.

2. Definitions

3. The Application and the Service

3.1 The sole purpose of the Application is to automate the transfer of time-tracking data from Teamwork to QBO, including matching of records and verification of the transfer.

3.2 The Application is an operational convenience tool. You remain responsible for the correctness of your accounting, tax and statutory records; the Application does not constitute accounting, tax or legal advice.

3.3 We may use third parties to provide or facilitate parts of the Application. Where we do, we remain responsible to you for the provision of the Application under these Terms.

4. Eligibility and Authority

4.1 You represent and warrant that: (a) each Authorised User is at least 18 years old; (b) you use the Application for business purposes only and not for personal, household or family purposes; and (c) you have not previously been suspended from the Application.

4.2 If you use the Application on behalf of an entity, you represent and warrant that you are authorised to bind that entity to the Agreement, and “you” includes that entity. You are responsible for obtaining all consents and authorisations needed to accept the Agreement and to make available any data you provide.

5. Access, Accounts and Credentials

5.1 To use the Application you may be required to register and to provide accurate, current and complete information, and to keep it up to date.

5.2 You and your Authorised Users are responsible for maintaining the confidentiality of all credentials, tokens and authorisations (including OAuth authorisations and any multi-factor authentication) used to connect to the Application, Teamwork and QBO, and for all activity conducted through them.

5.3 You are responsible for the acts and omissions of your Authorised Users as if they were your own, and for granting and revoking their access.

5.4 You will notify us without undue delay at [email protected] if you believe any credential or connection has been lost, stolen or compromised, or that the Application has been accessed without authorisation.

6. Right to Use the Application

Subject to the Agreement, JFDI GURU grants you a limited, non-exclusive, non-transferable, non-sub-licensable and revocable right to use the Application for the purpose described in section 3, for so long as you are authorised. The Application runs as a server-side tool deployed on a shared network directory on infrastructure administered by JFDI GURU. Authorised Users access and operate the Application within that shared environment. No standalone copy of the software is distributed to you for installation on individual workstations, and no rights other than the right to use the Application in the manner described are granted. We may suspend or withdraw this right where you are in breach of the Agreement.

7. Your Responsibilities

You are responsible for:

1. authorising and maintaining the connections between the Application and your QBO and Teamwork accounts;

2. the accuracy and completeness of the source data; the Application transfers data as provided;

3. ensuring you have the right to make available, and to have processed, any data (including personal data) you submit or connect; and

4. using the Application in compliance with applicable law and with the terms of Teamwork and Intuit.

8. Acceptable Use and Restrictions

You will not, and will not permit any third party to:

1. use the Application other than for the permitted purpose, or in breach of applicable law or of the terms of Teamwork or Intuit;

2. copy, modify, translate, adapt, create derivative works of, distribute, sell, rent, lease, sub-licence or otherwise make the Application available to any third party;

3. reverse engineer, decompile or disassemble the Application, or attempt to derive its source code, except to the extent applicable law expressly permits notwithstanding this restriction;

4. circumvent, disable or interfere with security or access controls, or any usage limits;

5. introduce malware or any harmful code, or take any action that imposes an unreasonable load on, or interferes with the proper operation of, the Application;

6. access or use the Application to build a competing product, or to scrape, harvest or extract data other than your own User Data;

7. remove or alter any proprietary notices or markings; or

8. use the Application to process special categories of personal data within the meaning of Article 9 of the GDPR, payroll or identity documents.

We may suspend access immediately, without notice, for breach of this section.

9. Rights You Grant to Us

9.1 You authorise us to access and process User Data as necessary to provide the Application, consistent with these Terms and the Privacy Policy.

9.2 You agree that we may collect and use technical and operational data to operate, secure, support and improve the Application, and that we may use aggregated and anonymised data for analytics and service-improvement purposes.

9.3 If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free right to use them without restriction or obligation to you.

9.4 You agree that we may send you administrative and service-related communications (for example, security, maintenance and change notices) electronically to the address associated with your account.

10. User Data

10.1 As between the parties, you retain all rights in User Data. We claim no ownership of it.

10.2 We have no obligation to monitor User Data, but may review, retain or disclose it where necessary to operate the Application, to enforce the Agreement, or as required or permitted by law.

10.3 We are not responsible for the accuracy, quality or legality of User Data, or for any decision made or action taken in reliance on it.

10.4 On termination, and on request, we will, within a reasonable period, delete or return User Data in accordance with the Privacy Policy and the Data Processing Agreement set out in Schedule 1, except where retention is required by law.

11. Data Protection

11.1 The processing of personal data through the Application is described in the Privacy Policy.

11.2 Where JFDI GURU processes personal data on your behalf, it acts as a processor on your documented instructions and you act as controller; that processing is governed by the Data Processing Agreement set out in Schedule 1 to these Terms.

12. Confidentiality

12.1 Each party may receive non-public information of the other that is marked or would reasonably be understood to be confidential (“Confidential Information”), including the non-personal-data information exchanged in connection with the Application.

12.2 The receiving party will use Confidential Information only to perform under the Agreement, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by equivalent obligations.

12.3 These obligations do not apply to information that is or becomes public without breach, was already known, is independently developed, or is lawfully received from a third party; and do not prevent disclosure required by law, provided the receiving party gives reasonable prior notice where lawful. This section survives termination.

13. Third-Party Services

13.1 The Application interoperates with Teamwork (source), QBO (target), and Cloudflare (network routing for authentication), each operated by third parties under their own terms and policies. Your use of Teamwork and QBO is governed by their respective agreements, and you are responsible for reviewing and complying with them.

13.2 JFDI GURU does not control, and is not responsible for, the availability, content, acts, omissions, security or terms of those third-party services, or for any change they make to their interfaces, terms or pricing. Any dispute with a third-party provider is between you and that provider.

14. Fees

14.1 Fees for the Application are set out in the applicable Price Schedule provided to you and signed by both parties.

14.2 We may introduce or amend the fees from time to time upon not less than thirty (30) days' prior written notice. Should you not wish to accept a revised fee, you shall notify us in writing before the date on which the change is to take effect, whereupon the Agreement shall terminate with effect from that date and the revised fee shall not apply to you; in the absence of such notice, you shall be deemed to have accepted the revised fee. Save to the extent required by applicable law, all fees are non-refundable.

15. Intellectual Property

The Application, and all intellectual property rights in it (including all software, content, and all updates and improvements), are and remain the exclusive property of JFDI GURU and its licensors. These Terms do not transfer any such rights to you. The names, logos and other brand features used in or in connection with the Application (including the name “JFDI Time Sync”), whether or not registered, are proprietary to JFDI GURU. You may not use, display, reproduce or seek to register any of them, or any name or mark confusingly similar to them, without our prior written consent.

16. Availability, Changes and Beta Features

16.1 The Application is provided on an “as available” basis. We may modify, suspend, discontinue or impose limits on all or part of the Application, and may carry out maintenance, at any time. We do not warrant that the Application will be uninterrupted, timely, secure or error-free.

16.2 We may from time to time make beta, trial or experimental features available. These are provided “as is”, for evaluation only, without any warranty, and may be changed or withdrawn at any time.

17. Warranties and Disclaimer

To the maximum extent permitted by applicable law, the Application is provided “as is” and “as available”, without warranties of any kind, whether express, implied or statutory, including any implied warranties of satisfactory quality, fitness for a particular purpose, accuracy, title and non-infringement, and any warranties arising from course of dealing or usage of trade. You assume all responsibility for results obtained from your use of the Application and for conclusions drawn from such use.

18. Limitation of Liability

18.1 To the maximum extent permitted by applicable law, JFDI GURU and its service providers will not be liable for any indirect, incidental, special, exemplary or consequential loss, or for any loss of profits, revenue, business, data, goodwill or anticipated savings, arising out of or in connection with the Application or the Agreement, whether in contract, tort (including negligence) or otherwise, even if advised of the possibility of such loss.

18.2 Subject to clause 18.3, JFDI GURU's total aggregate liability arising out of or in connection with the Application and the Agreement will not exceed the greater of (a) the total fees paid by you for the Application in the twelve (12) months preceding the event giving rise to the claim, and (b) EUR 10,000.

18.3 Nothing in the Agreement excludes or limits any liability that cannot be excluded or limited under the laws of the Republic of Cyprus, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.

18.4 Each limitation and exclusion in this section is a separate, severable allocation of risk and will remain in effect even if any remedy is found to have failed of its essential purpose.

19. Indemnity

You will indemnify and hold harmless JFDI GURU and its officers, employees and agents against any claim, liability, loss, damage and reasonable cost (including reasonable legal fees) arising out of or in connection with:

1. your breach of the Agreement or of applicable law;

2. your User Data or the data you connect or submit; or

3. your infringement of any third-party right.

We may, at our own expense, assume the defence and control of any matter subject to indemnification, and you will cooperate with that defence.

20. Suspension and Termination

20.1 We may suspend or terminate your access to the Application at any time, including for breach of the Agreement, or for security, legal, operational or maintenance reasons. Where practicable and lawful, we will give notice.

20.2 You may stop using the Application and request termination of your access at any time.

20.3 On termination, the right to use the Application ceases and each party will return or delete the other's Confidential Information on request. Sections that by their nature should survive (including 9.3, 10, 11, 12, 15, 17, 18, 19, 21, 24 and 25) survive termination.

21. Notices and Electronic Communications

You consent to receive communications and notices from us electronically.

Notices to you are effective when sent to the email or account address on file; notices to us must be sent to [email protected] (and, where a postal address is required, to our registered office).

Communications under the Agreement shall be in English.

22. Force Majeure

We will not be liable for any delay or failure to perform caused by events beyond our reasonable control, including, but not limited to, failures or changes of third-party services (such as Teamwork or Intuit, and any others), internet or hosting failures, strikes, acts of government, natural disasters, epidemics or war.

23. Changes to the Terms

We may amend these Terms from time to time upon not less than thirty (30) days' prior written notice.

Should you not wish to accept revised Terms, you shall notify us in writing before the date on which the change is to take effect, whereupon the Agreement shall terminate with effect from that date and the revised Terms shall not apply to you; in the absence of such notice, you shall be deemed to have accepted the revised Terms.

This clause applies to amendments to these Terms only. The Privacy Policy is incorporated into the Agreement as a notice and may be updated by us in accordance with its own terms; any such update is not an amendment to these Terms and does not engage this clause. Fees are amended in accordance with clause 14.

24. Governing Law. Dispute Resolution

24.1 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, are governed by the laws of the Republic of Cyprus, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

24.2 The courts of the Republic of Cyprus have exclusive jurisdiction.

25. General

25.1 These Terms are drawn up in the English language. Any translation is provided for convenience of reference only, and in the event of any inconsistency between the English version and any translation, the English version shall prevail.

25.2 The headings in these Terms are inserted for convenience only and shall not affect their construction or interpretation.

25.3 No failure or delay by either party in exercising any right, power or remedy under the Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise of it or the exercise of any other right, power or remedy. No waiver shall be effective unless made in writing and signed by the waiving party.

25.4 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion under this clause shall not affect the validity and enforceability of the remainder of the Agreement, which shall continue in full force and effect.

25.5 You shall not assign, transfer, charge, sub-contract or otherwise dispose of any of your rights or obligations under the Agreement without our prior written consent. We may assign, transfer or novate any or all of our rights and obligations under the Agreement, in whole or in part, to any member of our group of companies or to any third party in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets.

25.6 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, fiduciary relationship or relationship of employer and employee between the parties. Neither party shall have authority to act as agent for, or to bind, the other in any manner.

25.7 The Agreement is made for the benefit of the parties to it and is not intended to confer any benefit or right upon, or to be enforceable by, any person who is not a party to it.

25.8 The Agreement constitutes the entire agreement between the parties in relation to the Application and its subject matter, and supersedes and extinguishes all prior agreements, understandings, representations, warranties and arrangements between them, whether written or oral, relating to that subject matter. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty that is not expressly set out in the Agreement; nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

26. Contact Details

[email protected]

Grigoriou Xenopoulou, 30, DKHG BUSINESS CENTRE, 3106, Limassol, Cyprus

Schedule 1

Data Processing Agreement

This Data Processing Agreement (the “DPA”) forms part of, and is a Schedule to, the JFDI Time Sync Terms of Service (the “Terms”) between JFDI GURU LTD (the “Processor”, “we”) and the User (the “Controller”, “you”). It applies to the extent that the Processor processes Personal Data on behalf of the Controller in connection with the Application. Capitalised terms not defined here have the meanings given in the Terms.

1. Definitions

The terms “Personal Data”, “processing”, “controller”, “processor”, “data subject”, “personal data breach”, “supervisory authority” – as defined in the GDPR.

2. Roles and Scope

2.1 In respect of the Personal Data processed under the Terms, the Controller is the controller and the Processor is the processor. The subject matter, duration, nature and purpose of the processing, the types of Personal Data and the categories of data subjects are set out in Annex 1.

2.2 The Controller is responsible for the lawfulness of the Personal Data it makes available and of its processing instructions. Each party will comply with its obligations under Data Protection Law.

3. Processing on Instructions

3.1 The Processor will process the Personal Data only on the Controller's documented instructions, including with regard to international transfers, unless required to do otherwise by applicable law (in which case the Processor will inform the Controller before processing, unless the law prohibits this). The Terms, this DPA, and the Controller's configuration and use of the Application constitute the Controller's documented instructions.

3.2 The Processor will inform the Controller if, in its opinion, an instruction infringes Data Protection Law.

4. Confidentiality

The Processor will ensure that persons authorised to process the Personal Data are bound by appropriate obligations of confidentiality.

5. Security

Taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing, as well as the risks to data subjects, the Processor will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.

6. Sub-Processors

6.1 The Controller gives the Processor general written authorisation to engage Sub-processors. The Processor will make available to the Controller, on request, an up-to-date list of the Sub-processors then engaged.

6.2 The Processor will inform the Controller of any intended addition or replacement of a Sub-processor at least thirty (30) days in advance, giving the Controller the opportunity to object on reasonable data-protection grounds. If the Controller objects and the parties cannot resolve the matter within a reasonable period, the Controller may suspend or terminate the affected part of the Application.

6.3 The Processor will impose on each Sub-processor, by written contract, data-protection obligations equivalent in substance to those set out in this DPA, and the Processor remains liable to the Controller for the performance of each Sub-processor.

7. Assistance with Data-Subject Rights

Taking into account the nature of the processing, the Processor will assist the Controller by appropriate technical and organisational measures, insofar as possible, in fulfilling the Controller's obligation to respond to requests from data subjects exercising their rights under Chapter III GDPR. Where the Processor receives such a request directly, it will not respond (other than to direct the data subject to the Controller) and will forward the request to the Controller without undue delay.

8. Assistance with the Controller's Obligations

The Processor will assist the Controller in ensuring compliance with its obligations under Articles 32 to 36 of the GDPR (security, personal-data-breach notification, data protection impact assessments and prior consultation), taking into account the nature of the processing and the information available to the Processor.

9. Personal Data Breaches

The Processor will notify the Controller without undue delay after becoming aware of a personal data breach affecting the Personal Data, and will provide the Controller with the information reasonably available to it to enable the Controller to meet its obligations under Articles 33 and 34 of the GDPR.

10. International Transfers

The Personal Data is processed within the EEA, save that, where the Controller's use of the Application involves writing data to QuickBooks Online (Intuit Inc., United States), such transfer relies on Intuit's certification under the EU-U.S. Data Privacy Framework and on the European Commission's Standard Contractual Clauses, providing a valid transfer mechanism under Chapter V GDPR. The Processor will not transfer the Personal Data outside the EEA other than on the Controller's instructions and subject to an appropriate transfer mechanism.

11. Deletion or Return

On termination of the provision of the Application, the Processor will, at the Controller's choice, delete or return the Personal Data and delete existing copies, unless retention is required by applicable law.

12. Audits

The Processor will make available to the Controller the information necessary to demonstrate compliance with Article 28 of the GDPR, and will allow for and contribute to audits, including inspections, conducted by the Controller or an auditor mandated by it, subject to reasonable prior notice, confidentiality, and reasonable limits on frequency and disruption. The Processor may discharge this obligation, in whole or in part, by providing relevant certifications or third-party audit reports where available.

13. Liability and Precedence

13.1 Each party's liability under or in connection with this DPA is subject to the limitations and exclusions of liability set out in the Terms.

13.2 This DPA forms part of the Terms. In the event of any conflict between this DPA and the remainder of the Terms in respect of the processing of Personal Data, this DPA prevails.

14. Term

This DPA takes effect on the Controller's acceptance of the Terms and continues for as long as the Processor processes Personal Data on the Controller's behalf.

Annex 1. Details of the processing

1. Subject matter: provision of the JFDI Time Sync integration (transfer of time-tracking data from Teamwork to QuickBooks Online)

2. Duration: the term of the Terms

3. Nature and purpose: obtaining, matching, transforming and writing time-tracking data for the Controller's accounting, costing and billing

4. Types of Personal Data: as defined in “User Data” in the Terms, including personnel names and account identifiers; project and task names, descriptions and notes; client names, identifiers and other client information; free-text content; and any personal data contained therein. No special categories of data (Article 9 of the GDPR)

5. Categories of data subjects: the Controller's personnel and contractors; the Controller's clients and their personnel; and other individuals referenced in the data entered