Terms of Service

The Accounting Prose Character

Or, what the legalese can’t capture.

Welcome to Accountingprose LLC aka Accounting Prose, where our commitment to you extends far beyond mere numbers and spreadsheets. At the heart of our services is a dedication to values that make a difference – happiness, curiosity, and a data-driven approach that aims to positively impact every aspect of your financial journey. We believe in building relationships based on mutual respect, collaboration, and a shared passion for growing your business. Our approach is not just about providing accounting solutions; it's about fostering a partnership where your success is our success, and where every financial decision is made with your best interests and unique needs in mind. In these Terms of Service, we outline the framework of our working relationship, rooted in these values, to ensure clarity, transparency, and a shared path towards achieving your business goals.

Sections

1. Scope of Services: Detailing the specific accounting and related services offered, including any limitations or exclusions.

2. Billing and Payment Terms: Covering all aspects related to fees, invoicing, payment schedules, and any related financial arrangements.

3. Client Responsibilities: Outlining the expectations and obligations of the client, including the provision of accurate information and cooperation. 

4. Confidentiality and Data Protection: Addressing the handling of sensitive information, privacy policies, and data security measures.

5. Acceptance and Cancelation Policy: Outlining the terms under which either party may terminate the agreement and any associated conditions or penalties.

6. Nature of Work, Liability, and Indemnification: Establishing some standards of how we work. Defining the limits of liability for Accounting Prose and the client, and the terms of indemnification.

7. Dispute Resolution and Governing Law: Procedures for handling disputes, including arbitration or mediation, and the governing legal jurisdiction.

I. Scope of Services

The scope of services we provide for your business will include some combination of the following. Your specific statement of work (“SOW”), that we both agreed to, will detail the exact combination of services we will provide for your particular business. This list of available services is not exhaustive and may expand in the future, allowing us to grow with your business as you need us.

• Customized Accounting Solutions: We offer a personalized suite of accounting services, including but not limited to bookkeeping, financial statement preparation, and budget analysis, all tailored to your specific business requirements.

• Payroll Services: Our team will efficiently manage your payroll processing needs, to promote accuracy and compliance with relevant regulations.

• Accounts Payable and Accounts Receivable: We’ll bill your clients and pay your vendor invoices in accordance with your instructions while tracking and reporting on both in detail to inform your profitability.

• Software Subscriptions Management: We manage the accounting software subscriptions listed below.  Depending on the services you ask us to perform, we’ll handle the setup and management of  the applicable software subscriptions so you have the right tools for your financial success.

• Sales and Local Tax (SALT): If you sell in one state or 50, we’ll make sure you’re calculating, filing, and paying on time. While we will set up and manage your sales tax nexus and filings, we do not manage audits of sales or payroll taxes. 

• Financial Advisory: Beyond traditional accounting, we provide strategic advice for your consideration to help you navigate complex business decisions and optimize your financial health.

• Income Tax Assistance: While we do not prepare or defend federal tax returns, we offer guidance to assist you to make your finances tax-ready. Keep in mind that tax regulations and your tax situation may change, so keeping us up-to-date on your tax situation is important. If your tax CPA has information for us or has questions or needs from us, we’ll work directly with them.

• Human Resources Management: We offer a suite of services to help you manage your risk and compliance with increasingly complex human resource management regulations and standards.

• Client-Specific Services: If your business has unique financial needs not covered in our standard service offerings, we're ready to discuss and provide tailored services.

• Continuous Support and Improvement: Our commitment to your success is ongoing. We continually assess and strive to refine our services to keep pace with your evolving business needs.

II. Billing and Payment Terms

1. Timely Billing for Smooth Operations: At Accounting Prose, our invoices are straightforward and designed for your convenience. Upon issuance of an invoice, it will be automatically charged to the bank or payment card account you've provided, using our hassle-free billing software. We appreciate and require prompt payment to keep everything running smoothly.

2. Interest on Late Payments: Should any invoice remain unpaid for more than 30 days, a gentle nudge in the form of interest may be applied. This interest will be the lesser of 1.5% per month, compounded annually, or the highest rate permitted by law. Just a heads up: any advance payments you make won't earn interest, but they do help keep your account in good standing.

3. Reimbursement of Collection Costs: If things get a bit behind and we need to take extra steps to collect overdue payments, we will require you to cover any collection or legal costs incurred. We're all about transparency and will always communicate with you openly about these matters.

4. Service Continuity and Account Access: Our relationship with you is our priority. However, if invoices aren't settled in a timely fashion, we may need to make some tough decisions. This could include pausing our services or limiting access to your accounting files and records until the account is brought up to date. We hope it never comes to this, as our goal is to support your financial success continuously. Just know that we won't be liable for any challenges that arise due to these necessary actions.

5. Billing Cadence: We're all about getting you set up for success from day one. For accounting and payroll onboarding, we'll get the ball rolling by billing these fees immediately. As for fees related to ongoing accounting, human resources, and state and local tax advisory services, these will be charged automatically five (5) weeks into our project, regardless of the onboarding stage. When it comes to ongoing payroll, we've got you covered starting the 5th of the month after our services kick in.

6. Payroll Services Fees: If we calculate and run your payroll for you, the amount of work we have to do increases proportionally to the number of people you have working for you. Our minimum fee for payroll services is $150/month for up to 5 payroll recipients. The fee increases $100/month for each additional up-to-5 recipients.  We bill these fees separately on the 5th of the month in arrears, which means you’ll receive two invoices per month.

7. Invoicing: Every invoice we send is for your eyes only (unless we agree in writing otherwise, of course). This means that the responsibility for payment is yours alone. We understand you might have arrangements with others for reimbursement or indemnification, but this doesn't change your obligation to settle our invoices. Unless we've arranged otherwise in writing, your payment to us isn't tied to specific outcomes.

8. Automatic Annual Rate Increase: We're committed to continuously providing top-notch services. To keep pace with the growing costs and value of our services, our fees will see a modest increase of 6% each year on the anniversary of our initial agreement. This helps us maintain the high standard of service you expect from us. We also evaluate your scope of services annually to make sure what we’re billing matches what you’re asking for.

9. Unanticipated Services/Scope Changes: Our agreement covers the services listed in the SOW you have signed. If you find yourself needing a bit more than what's listed, no problem! For simple changes, like adding accounts to be reconciled or additional sales tax jurisdictions, please review our online price sheet. For more complex scope changes, any additional services will be quoted and agreed upon before we start. We'll then send you an updated or additional SOW through our online system. Just give it your signature, and we'll get to work on these new tasks.

10. Out of Pocket Expenses: Any expenses exclusive of normal overhead and the fees or subscriptions mentioned in this section are not included in the SOW and will be billed separately.

11. Payment for Software Subscriptions: We'll be setting up and managing software subscriptions to ensure we deliver our best work to you. The software we use is outlined in our scope of work, and this handy chart below breaks down who owns and who's responsible for footing the bill for these software licenses. This way, everything's crystal clear, and we're all on the same page about who handles what.

    Software Name	Purpose	Subscription Owner	Responsible for Payment
    Xero	Accounting	Accountingprose LLC	Accountingprose LLC
    Dropbox	Document Management	Accountingprose LLC	Accountingprose LLC
    Fathom	Advanced Reporting	Accountingprose LLC	Accountingprose LLC
    Keeper	File Reviews, Vendor  & Client Communication	Accountingprose LLC	Accountingprose LLC
    Ledgersync	Statement Downloads	Accountingprose LLC	Accountingprose LLC
    Make	Automation	Accountingprose LLC	Accountingprose LLC
    Ramp	Bill pay, corporate cards	Accountingprose LLC	Your Company
    Bill.com	Bill Pay	Accountingprose LLC	Your Company
    Gusto	Payroll	Accountingprose LLC	Your Company

     

    If our paths ever diverge, we want you to have the opportunity for continued success. Should our services to you come to an end, if you are not in breach of the agreement and the software owner will allow it, we'll facilitate  the option for you to keep any third-party subscription-based services being used at the time of termination, with the costs shifting to your plate. If allowed, our goal is  to smoothly transfer these services into your name so you're all set to take over the payments within 10 days of wrapping up our work together.

    Just a heads-up: if you are not eligible to transfer the subscriptions or you choose not to take over the software subscriptions, they might be canceled. And, if you ever have a change of heart and want to reactivate them or need copies of records from the third-party provider, there might be additional fees involved, depending on the service provider's policies, or the data may no longer be available.

12. A special note about 1099s: In order to file any 1099’s you ask us to file (such as 1099-MISC or 1099-NEC) on time, we do require that you provide a completed W9 for all of your contractors and vendors in a timely fashion. Finalized 1099’s  are due to the IRS by 01/31- any late filings will result in a penalty by the IRS.

Our internal 1099 due dates and penalties are as follows:

III. Client Responsibilities

1. Provision of Documents: You will provide us with the following documents on the schedule we request so we can help prepare your financials on a timely basis: prior year(s) tax returns, organizational documents, copies of contracts, agreements, detailed list of company assets (description, date of acquisition, original cost, and current value), and other documents necessary for proper accounting.

2. Provision of Access: You will provide us with the following access: Online access to all financial accounts, tax accounts, organizational file shares.

3. Avoiding Delays: We will provide a needs list in the SOW or immediately after signing. All information must be provided so that we may begin working on your project and deliver results within the expected time frame. We can hold to the time frames we’ve explained if we get your inputs in a timely manner.

IV. Confidentiality and Data Protection

1. Confidentiality: We are committed to the safekeeping of your confidential information and we maintain physical, electronic, and procedural safeguards reasonably designed to protect it. Unfortunately, no data transmission or storage system can be guaranteed to be secure at all times so we cannot guarantee the security of your confidential information.  Please note that most email is considered a non-encrypted (and therefore nonsecure) form of communication. For that reason, to protect your confidential information, please do not use email to communicate information that you consider confidential. Also, we may be required by law to disclose what may otherwise be considered confidential information of yours if requested by the IRS or other government agency, or if you disclose that information to a third party.

2. Adherence to Requirements: You assume all responsibility relating to adherence with privacy and disclosure requirements relating to the use and sharing of information in your industry. If your business or industry requires greater privacy or security protections than those provided in this agreement, it is your responsibility to ensure that your disclosure of information to us is in compliance with such requirements, and you agree to indemnify and hold us harmless in connection with any claims made against us arising from your failure to do so.

3. Outsourcing: We may involve third-party contractors or outsourced service providers in providing various aspects of the services we provide to you. We may share confidential information about you with these service providers but will contract with them to maintain the confidentiality and security of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others.  We also maintain internal policies, procedures and safeguards designed to protect access to your confidential  information.

4. Proprietary Information: You acknowledge and agree that the proprietary information, documents, materials, management techniques, processes, procedures, and other intellectual property we use to provide services are a valuable asset owned by us. . All right, title and interest to any new ideas, processes, forms, software, documents, or other intellectual property developed   while we are providing services to you belongs to us.  You shall have a limited license to use them solely for your internal business purposes during the term of this agreement. All report templates, manuals, forms, checklists, questionnaires, letters, agreements (including this one), and other documents, which we make available to you, are confidential and proprietary to us. Neither you, nor any of your personnel, representatives or agents, will copy, electronically store, reproduce, or make available to anyone other than your personnel, any such documents. This agreement will apply to all materials whether in digital or "hard copy" format.

5. Record Retention: Our normal policy is to retain electronic copies of client records (other than draft documents not attached to correspondence, which we may destroy at any time) for a period of seven (7) years from the date the record was created. You agree that, unless you otherwise request via Notice to us prior to such time, after such period, we may destroy any records created during the course of providing services to you, without any liability to you for such destruction. If you have a document retention policy that you would like us to follow, please provide your policy to us via Notice so that we may discuss implementation as to the records that we maintain. In addition, certain records that we create during the course of providing services for you are considered “our records,” and we may decline to turn those records over to you even if you request copies of “your files.” Those records include notes and records concerning internal communications. You agree that we may retain a copy (including any electronic copies) of any and all client records and documents in your files. Finally, we have a lien on your records to secure payment of fees owed to us and we may, subject to ethical requirements, refuse to turn such records over to you if all of your outstanding fees and costs have not been paid.

6. Electronic Communications: In connection with this engagement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us, or to us, will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us or to us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any data,  person or entity resulting from the use or disclosure of the information contained in email transmissions, including any consequential, incidental, direct, indirect or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

V. Acceptance and Cancelation Policy

1.  Acceptance: Our work will begin when we receive  your e-signature on an SOW.  This agreement is valid and will continue until it's ended by mutual agreement, in accordance with our agreement,  or superseded by another agreement.

2. Cancelation: This agreement requires an initial commitment of 12 months, with a one-time cancelation option at 90 days. After the initial 12-month term, the agreement will continue on a month-to-month basis.  Either party may cancel after the initial 12-month period by providing 30 days written notice. If you choose to cancel, please submit your request using our cancelation form. This form allows us to transfer any software subscriptions back to you if you wish to retain them and to coordinate any necessary training before our final service date. No refunds will be issued for unused services within a billing period. 

3. Breach.  Although we hope this never happens, if one of us fails to perform our obligations under this agreement, such as if you fail to pay on time or we fail to perform the services we have agreed to provide, the party who has been disappointed must send the other party a written notice describing the failure to perform and allow ten (10) days for the failure to be cured. If the failure is not cured, or cannot be cured, in 10 days, this agreement can be terminated by sending a termination notice to the other party.  As with cancelation, no refunds will be given for services not used during the billing period.

VI. Nature of Work, Liability, and Indemnification

1. Independent Contractor: In providing services to you or your company, we will be acting as an independent contractor, and in no event will our relationship be that of a joint venture, partners, employer and employee, principal, director, officer, and agent, or any similar relationship.

2. Work Location: Work will be performed in any location we deem appropriate and will be at the discretion of our personnel in charge of providing your services. 

3. Company Holidays: We observe the following holidays and will be unavailable at these times: New Year's Day, MLK Day, President's Day, Memorial Day, Juneteenth Independence Day, Independence Day, Labor Day, Indigenous People's Day, Veteran's Day, Thanksgiving Day, The Friday after Thanksgiving, December 24 to December 31st. If we are running payroll for you and we plan to be out of the office to observe these Company Holidays, we will run payroll prior to the holiday.

4. Tax Preparation and Advice: We do not prepare or defend business or personal tax returns. Any tax advice provided for your consideration  is reliant on the facts provided to us by you or your CPA and may become obsolete or incorrect due to changes in  tax laws including judicial and administrative interpretation. Because tax law is subject to continual change, at times on a retroactive basis, such changes may result in incremental taxes, interest, or penalties charged to you. Should the facts provided to us be incorrect or incomplete or should the law or its interpretation change, our advice may be inappropriate. We are not responsible for updating our advice for changes in law or interpretation after the date the advice was provided.

5. Limitation on Liability; Indemnification:

1. 1.  We will use reasonable efforts to provide our services in a professional and workmanlike manner, but we cannot guarantee any particular result or outcome.  WE MAKE NO WARRANTY WITH RESPECT TO OUR SERVICES AND WE DISCLAIM ALL IMPLIED WARRANTIES.  You agree that none of Accountingprose LLC, or its equity holders, officers, directors, members, managers, employees, agents, or representatives (our “Representatives”), shall have any liability to you in connection with the performance or non-performance of this agreement or our professional advice.

   2. IN NO EVENT SHALL WE OR OUR REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.  NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.  UNDER NO CIRCUMSTANCES WILL WE OR OUR REPRESENTATIVES BE LIABLE TO YOU FOR MORE THAN THE LESSER/GREATER AMOUNT OF $10,000 OR THE AMOUNT YOU PAID TO US IN THE THREE (3) MONTHS PRIOR TO THE DATE YOUR CLAIM AROSE.

   3. You agree to defend, indemnify and hold harmless Accountingprose LLC and our Representatives, to the full extent permitted by law, from and against all claims, actions, liabilities or damages related to or arising out of our relationship, including actions or proceedings to collect on any past due invoices, and you will reimburse us for all fees, costs and expenses as they are incurred by us (including legal fees) in connection with investigating, preparing to defend or defending against such claims or actions, whether or not in connection with pending or threatened litigation,  arbitration or government action in which we are a party or potential party; provided, however, that you will not be responsible to the extent any claims, actions, liabilities, damages, losses or expenses which are determined by final non-appealable adjudication or binding arbitration to have resulted from our gross negligence or willful misconduct. We will provide prompt notice to you of any claim for which we seek to be indemnified.

VII. Dispute Resolution and Governing Law

1. Disputes, Venue and Arbitration: We will investigate any concerns about our work that you bring to our attention and will do what we reasonably can to resolve the matter. Absent resolution by discussions between you and us, any dispute, claim or controversy between you and us or any Accountingprose LLC Representative,  arising out of this agreement , other than actions or proceedings to collect on any past due invoices (which can be brought in State Court in Denver County, Colorado or binding arbitration at the choice of the Accountingprose LLC) shall be determined exclusively by binding arbitration in Denver, Colorado, before a single arbitrator, selected by the mutual agreement of the parties, who has the required experience to resolve the dispute. The arbitrator's exclusive jurisdiction shall include all questions regarding the arbitrability of the dispute and the enforceability of the parties' agreement to arbitrate. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules in accordance with their scope, or if outside such scope, the JAMS Comprehensive Arbitration Rules and Procedures. Judgment on any award may be entered in and enforced by any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, or other litigation expenses from the other party. Governing Law: These Terms of Service shall be construed in accordance with the internal laws of the State of Colorado. 

2. Survival: The provisions of this agreement which by their sense and context should survive any termination or cancelation of this agreement shall so survive.

3. Cumulative Rights:  Our rights under this agreement are cumulative.  Even if this agreement is terminated or canceled, we may pursue any and all rights we may have under this agreement, the law or at equity. 

TERMS OF SERVICE EFFECTIVE DATE:  2025-03-01

We may modify these Terms of Service from time to time in our sole discretion.  All changes will be communicated to you via written notice and/or by posting the updated version on our website.   Your continued use of our services after the Effective Date of the updated Terms of Service is deemed to be your acceptance of the Terms of Service.