By indicating your acceptance, you (the “Client”) and Hirsch Gillivan Ventures LLC dba EcomBalance or AccountsBalance (referred to as “EcomBalance” “AccountsBalance” “we”, “our”, or “us”) (each a “Party” and, together, the “Parties”) agree to the following terms and conditions.
EcomBalance is a remote company with mailing address 771 Fairfax Street, Denver, Colorado, U.S.A., that offers monthly bookkeeping and other bookkeeping related services (the “Services”) to businesses around the world.
EcomBalance conducts the Services following their monthly bookkeeping process with input from the client. EcomBalance at all times observes and complies with bookkeeping standards and generally accepted accounting principles (GAAP).
Client understands that EcomBalance does not provide information technology services – including installation of software on Client’s network or troubleshooting software problems related to Client’s network installation. EcomBalance does not provide services or advice related to human resources, employee benefits, business insurance, investments, business consulting, or other services that are not related to bookkeeping and accounting services. EcomBalance does not make management decisions on Client’s behalf. Client further understands that EcomBalance does not provide tax advice, and Client agrees to consult a local tax professional or a Certified Public Accountant (“CPA”) for any tax, tax planning, or financial advice. Client agrees to contact their CPA or tax professional for all federal and state laws, regulations, and procedures.
The Parties may agree to add or change Services, pricing, and processes by written notice, and the remaining provisions of this Agreement shall remain in full force and effect.
Any additional Services provided outside of the scope of the Parties’ agreement (“the Scope of Work”) will be quoted a new price to be agreed upon by the Parties, and will be billed before EcomBalance begins the additional Services.
Client understands that with some processors, marketplaces and third party software there might be small variances in balances that are unable to completely balance out. Client understands this is a normal part of bookkeeping and small variances do not mean the books are incomplete or that the client can withhold payment for service.
2. Fees and Payment
Client will complete a short pricing process (the “Pricing Process”) and grant EcomBalance the access to the information they need to provide Client a pricing quote (“Pricing Quote”). The Pricing Quote will be agreed upon either digitally or in writing prior to starting the Free Trial Period. Pricing will include a fixed price for catch up, clean up or other add on services.
The first (1st) month of Services will be free with no cost (the “Free Trial Period”). The Free Trial Period will not begin until EcomBalance receives all requested documents, access and information necessary from the Client. Client agrees they will disclose all banks, processors, credit cards, marketplaces, etc. and they will fully represent all of their transactions, revenue, and expenses accurately during the Integration Process. If this turns out not to be the case, EcomBalance will send Client a new Pricing Quote to approve based on the actual accurate information before beginning work
Following the Free Trial Period, payments will begin using the Client’s payment method on file before Services will continue for the subsequent month(s). Services will automatically renew, and the accompanying fees will be charged on the first (1st) day of each month thereafter. The charge on the first (1st) day of the month is for that month’s Services (For example, you will be charged on May 1st for May books which will be delivered by June 15th). Client can contact EcomBalance to move to annual billing at anytime. EcomBalance reserves the right to suspend the Services until all fees or other amounts owing hereunder are paid in full or terminate the Agreement for late payment.
Services can be paid for either monthly (“Monthly Plan”) or annually (“Annual Plan”). Purchasers of the Annual Plan will receive a 10% discount from the Monthly Plan rates.
Client agrees to authorize EcomBalance to collect payment of fees from a credit card, debit card, PayPal, or ACH that the Client keeps on file with EcomBalance at all times. Client may change their payment method at any time and shall maintain sufficient funds to cover all transactions. Client agrees to a $25 NSF fee on any rejected payments and to cover all expenses related to said chargebacks. EcomBalance will cover any credit card processing fees. However, EcomBalance will offer a fee discount if the Client agrees to change their method of payment to ACH to help EcomBalance save on such fees.
EcomBalance will not cover the cost of all accounting tools. Most accounting tools will be factored into the Client’s pricing or paid separately by the Client. EcomBalance will be transparent regarding all costs. Client agrees to pay for any additional expenses that may be incurred outside of their Scope of Work. EcomBalance will not travel for or to the Client.
This Agreement shall continue until Services are completed in accordance with industry standards and to the satisfaction of the Client, or until the Services are terminated.
If Client has a Monthly Plan, Client may terminate Services at any time without penalty. Upon cancellation, Services will be provided up to the last day of the paid month with no proration of fees. If there is paid work-in-process, EcomBalance will be reasonably allowed to complete that month’s Services to fulfill the obligation of payment received. EcomBalance will deliver all written or electronic materials obtained by EcomBalance in the course of servicing the Client within 60 days after the end of Services. If Client has an Annual Plan, Cliet may not terminate Services until the end of the then-current one-year period.
If Services are terminated by the Client due to EcomBalance not completing the Services in a timely manner, Client may receive a refund of any prepaid but unused fees related to such Services, subject to the following exceptions: (i) no refund shall be paid for the current month’s Services, regardless of the day on which Client cancels the Services; (ii) Client is not entitled to any refund for EcomBalance’s termination of Services based upon Client’s breach of this Agreement.
Client shall pay all outstanding fees for Services and other charges in full, following the termination of the Services and this Agreement.
5. Client Obligations
The Client shall be solely responsible for providing EcomBalance all financial information related to Client’s personal or business affairs including, but not limited to, all materials, data, and documents necessary to perform the Services under this Agreement. The Client acknowledges and agrees that the accuracy of financial information supplied to EcomBalance is the sole responsibility of the Client, and Client understands that EcomBalance does not audit or verify any of the financial information. EcomBalance has not been requested to investigate or discover errors, misrepresentations, fraud, illegal acts, or theft. Therefore, EcomBalance has not included any procedures designed or intended to discover such acts, and Client agrees EcomBalance has no responsibility to do so.
Client is responsible for making all management decisions and performing all management functions, and for designating an individual who possesses suitable skill, knowledge, or experience to oversee any bookkeeping services, or other services we provide. In addition, Client is responsible for evaluating the adequacy and results of the services performed and accepting responsibility for such services. To perform our services, EcomBalance will need to obtain information on a timely and periodic basis from your company. We will provide you with instructions regarding the information that we may require to complete the work of this engagement. The items you provide and any other items that we obtain from you will be based on information provided by you and will be used without any further verification or investigation on our part.
Client agrees to provide EcomBalance easy to use data and to only work with accounts, processors, banks, marketplaces etc that provide information in an accurate, clean, easy to understand format that reconciles. We base our bookkeeping service on this information. If the client uses an account that does not have accurate numbers, easy to read reports or numbers that reconcile it is on the client to figure that out with that account and we cannot use that account until they do. If EcomBalance cannot pull accurate numbers or reports from an account it is on the client to provide that information in a clean format to EcomBalance to use each month. EcomBalance will rely on the Client’s numbers in this situation and EcomBalance is not responsible if the numbers provided to them are incorrect.
If the client’s business is outside of the US the client understands that EcomBalance is located in the US and may not know international laws or bookkeeping processes that are different from the US. The Client agrees to consult a local tax professional and provide EcomBalance all information to make sure local/country tax laws are followed.
Client (If running an Ecommerce business) is also responsible for providing EcomBalance with the costs of all products so EcomBalance can calculate Cost of Goods Sold (“COGS”). EcomBalance can only provide Services to clients that can easily compute COGS each month. To perform the Services, EcomBalance will need to obtain information on a timely and periodic basis from Client. EcomBalance will provide Client with instructions regarding the information that is required to complete the Services.
Client agrees to only provide EcomBalance view only access to different accounts (banks, processors, marketplaces etc) and Client accepts full responsibility if they provide EcomBalance more than view only access to any accounts which leads to account damages, changes or losses. If Client decides to discontinue EcomBalance’s Services, it is Client’s responsibility to remove EcomBalance’s access to all information provided within 30 days.
Client agrees that Client has the authority to enter into this Agreement. The person accepting this Agreement on behalf of Client will be personally liable for paying all billed charges due if it is later determined that the Client entered into this Agreement without the legal authority to do so.
Client shall be responsible for keeping receipts for the time period recommended by the Internal Revenue Service case of audit. Clients may store the receipts inside a storage tool like dropbox and give EcomBalance access. EcomBalance is not responsible for storing or managing client receipts.
Client agrees and is responsible to lock past year’s data or any data outside of the scope of work inside their bookkeeping software. EcomBalance is not responsible if Client’s bookkeeping data is altered, changed or lost during the course of normal bookkeeping and EcomBalance cannot be expected to revert Client’s data/ bookkeeping to its original form once work has started.
6. Employment Status
The Parties agree that EcomBalance shall provide the Services to the Client as an independent contractor and shall not be acting as or determined to be an employee, agent, or broker. As an independent contractor, EcomBalance shall be required to follow all requirements in accordance with the Internal Revenue Code, which includes, and is not limited to, payment of all taxes levied for fees collected by EcomBalance for payment of its employees, agents, brokers, and subcontractors. EcomBalance understands that the Client shall in no way withhold any amounts for payment of any taxes from EcomBalance’s accumulated fees for Services.
EcomBalance may, in the course of performing the Services hereunder, gain access to certain confidential or proprietary information of the Client (“Confidential Information”). Such Confidential Information shall include all information concerning the business, affairs, products, marketing, systems, technology, customers, end-users, financial affairs, accounting, statistical data, documents, discussion, and other information developed by EcomBalance hereunder, including other proprietary and trade secret information for the Client whether in oral, graphic, electronic or machine-readable form. EcomBalance agrees to hold all such Confidential Information of the Client in confidence and shall not, without the express prior written permission of the Client, disclose such Confidential Information to third (3rd) parties or use such Confidential Information for any purposes whatsoever, other than the performance of its obligations hereunder.
EcomBalance has the right to reasonably share Confidential Information with all EcomBalance employees, contractors, and virtual assistants working for EcomBalance without the Client’s permission.
EcomBalance will not be held responsible for data that is stolen or lost by third party software programs.
EcomBalance collects nonpublic personal information about Client that is either provided to EcomBalance by Client or obtained by EcomBalance with Client’s authorization.
For current and former clients, EcomBalance does not disclose any nonpublic personal information obtained in the course of EcomBalance’s Services except as required or permitted by law. Permitted disclosures include, for instance, providing information to EcomBalance’s employees and independent contractors and, in limited situations, to unrelated third parties who need to know that information to assist EcomBalance in providing services to Client. In all such situations, EcomBalance stresses the confidential nature of information being shared.
EcomBalance may contact you with marketing material unless you unsubscribe from our newsletter.
In an effort to improve the quality of the Service, we track information provided to us by your browser or by our software application when you view or use the Service, such as the website you came from (known as the “referring URL”), the type of browser you use, the device from which you connected to the Service, the time and date of access, and other information that does not personally identify you. We track this information using cookies, or small text files which include an anonymous unique identifier. Cookies are sent to a user’s browser from our servers and are stored on the user’s computer hard drive. Sending a cookie to a user’s browser enables us to collect Non-Personal information about that user and keep a record of the user’s preferences when utilizing our services, both on an individual and aggregate basis.
The Company may use both persistent and session cookies; persistent cookies remain on your computer after you close your session and until you delete them, while session cookies expire when you close your browser.
9. No Unlawful or Prohibited Use/Intellectual Property
Client is granted a non-exclusive, non-transferable, revocable license to access and use www.ecombalance.com and www.accountsbalance.com (the “Site”) strictly in accordance with the terms of this Agreement. As a condition of Client’s use of the Site, Client warrants to EcomBalance that they will not use the Site for any purpose that is unlawful or prohibited by the terms of this Agreement. Client may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. Client may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. Client indemnifies and holds EcomBalance harmless from any and all claims or damages arising out of Client’s use of the Site, including attorney’s fees and costs.
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of EcomBalance or its suppliers, and is protected by copyright and other laws that protect intellectual property and proprietary rights. Client agrees to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
Client will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. EcomBalance’s content is not for resale. Client’s use of the Site does not entitle Client to make any unauthorized use of any protected content, and in particular, Client will not delete or alter any proprietary rights or attribution notices in any content. Client will use protected content solely for their personal use and will make no other use of the content without the express written permission of EcomBalance and the copyright owner. Client does not acquire any ownership rights in any protected content. EcomBalance does not grant Client any licenses, express or implied, to the intellectual property of EcomBalance or EcomBalance’s licensors except as expressly authorized by these terms.
If the Client leaves EcomBalance a review on a public site EcomBalance has the right to use that review in marketing efforts.
To bring Client the highest level of expertise, EcomBalance invests a significant amount of time in the training and development of our staff. As such, our staff is our biggest asset in helping our clients grows their businesses. Client agrees that they will not discuss employment or extend an offer of employment to EcomBalance’s staff members. If Client violates this provision and extends employment to one of EcomBalance’s staff members, Client agrees that they will pay EcomBalance liquidated damages in the amount of of 100% of the staff person’s annual compensation (defined as the staff person’s annual salary plus bonuses as of the last date of employment). The Parties agree that this amount of liquidated damages is not a penalty, is a reasonable estimate of presumed actual damages, and that it is difficult to ascertain the amount of actual damages that would result from a breach.
Client also agrees to not discuss a direct working relationship with EcomBalance’s virtual assistants, contactors or international bookkeepers. The same liquidated damages above apply in this situation.
EcomBalance will be reasonably allowed to delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the Client. EcomBalance shall be transparent and will perform most of Client’s Scope of Work internally by EcomBalance employees and contractors. At times, EcomBalance may refer the Client to external service providers. EcomBalance will not be responsible for the external service provider’s performance of any delegated Services.
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on the day of delivery if delivered by Electronic Document Delivery (“EDD”) or first class United States mail.
13. Governing Law
This Agreement shall be governed by and construed in accordance with internal laws of the state of Colorado, without giving effect to any choice or conflict of law provision or rule (whether of the state of Colorado or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the state of Colorado.
If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable under present or future laws, such provisions shall be severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of the Agreement, and the remaining provisions of the Agreement shall remain in full force and effect.
15. Limitation of Liability
In no event shall EcomBalance be liable to the Client for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the Client arising out of the Services provided under this Agreement, even if EcomBalance has been advised of the possibility of such damages. In no event shall either EcomBalance’s liability on any claim, loss or liability arising out of or relating to this Agreement exceed the amount of fees paid to EcomBalance during the one-year period immediately preceding the event giving rise to such claim or action by the Client.
Client shall defend, indemnify and hold EcomBalance, its affiliates, subsidiaries, assigns, respective officers, directors, contractors, employees, sublicensees, and agents, harmless from and against any and all claims, actions, damages, expenses (including attorney’s fees and court costs), losses, settlements or liabilities incurred by or asserted against EcomBalance, which arise directly or indirectly out of Client’s breach of this Agreement, or otherwise relate to or arise out of the performance by EcomBalance of the services hereunder.
17. Entire Agreement
This Agreement is the final, complete and exclusive Agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications, and agreements, whether written or oral, between the Parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.
The waiver by either party of a breach or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement. Any delay or omission on the part of either party to exercise or avail itself to any right or remedy that it has or may have hereunder shall not operate as a waiver of any right or remedy
19. Waiver of Jury Trial
THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.