Terms of Service

Payment

We require an automatic payment via ACH (automatic clearing house) to be setup at the beginning of this engagement. We will automatically debit your account for services invoiced by the 5th day of each month. We will send out an invoice prior to billing your account for your review. Any issues with the invoice should be addressed immediately.

Any travel requested by the client will be billed separately. In the event that an ACH is ever rejected or returned by your bank, we will charge you a $25 check return fee. Any unpaid invoices over 30 days old will be assessed an 18% finance charge. If payment is not remitted within 30 days of the due date, we reserve the right to suspend all services until the account is paid and up-to-date. Any fees incurred by the client because of our suspended services will be the responsibility of the client. The pricing of this engagement will be reviewed periodically for its continued appropriateness.

Your Other Obligations

You understand that the quality, accuracy and timeliness of services depends on the quality, accuracy and timeliness of information that your Company provides to LedgerGurus. You also understand that we are strictly independent contractors and are not directors, managers, officers or employees of yours. We will not have the ability to make decisions or enter into any agreements for you, and you will not have the ability to make decisions or enter into any agreements for us. Accordingly, you hereby agree to indemnify, defend and hold us harmless for any matter relating to our business, or relating to this letter agreement, other than as directly results from our gross negligence.

Our Liability

Other than for intentional misconduct, recklessness or gross negligence, our liability in respect of any services we provide hereunder is limited to the greater of $1000 or the last twelve months of payments you have provided to us. In no event will we be liable for any incidental, special, consequential, punitive or other similar damages.

Dispute Resolution

This agreement and all disputes under it are governed by Utah law, without regard to conflict of law principles. Each of the parties hereby agrees to that any such dispute will be resolved by a court in Utah County, Utah, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court.

Our engagement is not designed or intended to detect fraud or illegal acts outside of the scope of the work our personnel perform, and you agree that this engagement entails no responsibility on our part to do so. If in the course of this engagement, however, significant errors or irregularities come to our attention, we will inform you, unless they are clearly inconsequential. You and we agree that any differences that may arise relating to services performed by us will be settled through arbitration under the procedures outlined in the Utah Uniform Arbitration Act.

Service prices may be adjusted periodically to account for changes in labor and technology costs and other factors. Your scope of work, and the price for that scope of work, will be reviewed periodically as well.

Approval

We appreciate the opportunity to be of service to your company, and believe that this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. Your signature below indicates that you agree with the terms and conditions of our engagement described in this letter. Please sign this letter and return it to us at your earliest convenience.

No Solicitation or Hiring of LedgerGurus Employees

You agree that during the engagement and for a period of twelve (12) months thereafter, you will not solicit, employ, contract with, or otherwise engage any LedgerGurus employees without LedgerGurus’ prior written consent. For purposes of the foregoing restriction, the term “LedgerGurus employee” shall mean any person then employed by LedgerGurus or previously employed by LedgerGurus at any time in the preceding six months. Notwithstanding the foregoing, nothing herein shall prevent or prohibit a LedgerGurus employee from soliciting you for employment or employment opportunities or from any LedgerGurus employee responding to published employment advertisements, and under these limited circumstances, this restriction shall not prevent you from interviewing and/or hiring such an employee.

In the event you employ, contract with, or otherwise engage any LedgerGurus employee in violation of the foregoing restriction, you agree to pay LedgerGurus a one-time fee equal to fifty percent (50%) of such employee’s annual base salary, payable at the time of your employment, contracting or engagement of such employee. This one-time fee shall be in addition to any other legal or equitable relief to which LedgerGurus is entitled and is not a cap on any damages that may be awarded to LedgerGurus.

Future Work

If, at anytime during LedgerGurus contract with your Company, the scope of work changes or additional services are requested, those services will be considered part of this contract. An email communication from your Company will be considered contractual. Any services requested by your Company out of the scope of this engagement will be billed by the hour at the rate of the individual performing the service. It is your Company’s responsibility to understand the scope of this engagement.

Cancellation

The terms in this letter shall remain in force unless and until written notice of cancellation is received by your Company or LedgerGurus, no less than 30 days prior to the desired cancellation date. This agreement will be reviewed periodically in order to establish any necessary adjustment in services provided and fees.

Our engagement is a monthly engagement, but the work of any given month crosses over into the close, which happens the first half of the following month. When an engagement winds down we require you pay 50% of the engagement fee for the following month if you want the prior month closed. You can also choose the option where we are hands off when the month ends and the close of that month would fall to the accounting solution that follows our exit.

Limitations

Any proposed accounting adjustments or bookkeeping on our part does not constitute a compilation, review, or audit of your Company’s financial statements. Our engagement does not include income tax planning, income tax preparation, or compliance, however, at your request, we would be pleased to assist in coordinating these services for you through others we deem qualified when it is done well and in a timely manner. We are a resource to connect you with tax services you need even if we don’t offer them.

Communication is Key

Client communications and participation is critical to LedgerGurus success. While we do our best to deliver the desired results scoped with this proposal, our ability to succeed is dependent upon getting the information and answers we need to develop efficient processes. To achieve a successful engagement, we will have an on-boarding meeting where we will reaffirm the objectives of the engagement, gather necessary information for success, and schedule recurring status reviews during the on-boarding phase. The onboarding phase typically takes a few weeks to a few months dependent on gaining access and information needed for success. Once on-boarding is complete, our communication needs are reduced although we are very interested in supporting the ongoing needs defined in this engagement.

Your Responsibilities

You are responsible for establishing and maintaining internal controls, including monitoring ongoing activities; authorizing, executing, or consummating transactions; maintaining custody of assets; supervising employees; and making managerial decisions. You are also responsible for the fair presentation in the historical and prospective financial statements of financial position and the results of operations and cash flows.

The relationship between your company and your financial institution(s) will be your responsibility to maintain, and we will require you to coordinate with them to allow us access to your records. We can assist you in this process by giving you general instruction, however we cannot act as your agent in these matters.

We will not perform management functions or make management decisions on behalf of your company. However, we will provide advice and recommendations to assist management of your company in performing its functions and making decisions. Without limiting the foregoing, our payroll and sales tax assistance includes analysis and summaries only. You may ask us to assist you in registrations, filings and payment of these taxes. We may provide that assistance, but all decisions about registrations, filings and payments of these taxes will be yours alone.

LedgerGurus requires access to all financial accounts to perform the agreed services. You will need to assist our team in obtaining access to your accounts. We use strict security measures to protect your information and opt for read-only account access whenever possible. In the cases where your financial institution(s) may not have the ability to provide read-only access, we will connect with whatever access is necessary to enable our team to view your accounts. We limit account access to only those team members who need it to service your account. We do this to maintain strict security protocols and protect your sensitive information.

Sales Tax

LedgerGurus will charge sales tax where applicable for services and products according to local jurisdictions.

State and local state use tax (“SALT”) law is rapidly evolving and depends (a) on the laws, and interpretation and enforcement of those laws, in many jurisdictions, and (b) the quality and timing of information you provide us.

If our services include SALT compliance, (a) we and our third party partners will use commercially reasonable efforts to help you comply with SALT, but (b) we cannot ensure compliance with SALT laws, and will not assume liability for any SALT compliance matters. Our pricing does not include providing you any such assurance, guarantee, or insurance, with respect to such matters.

Contacting Us

If there are any questions regarding this privacy policy you may contact us.