EcomBalance (Hirsch Gillivan Ventures LLC), a remote company with mailing address 771 Fairfax Street, Denver, Colorado, U.S.A., offers Bookkeeping Services to businesses around the world.
The Client and EcomBalance (“Parties”) agree to the following terms and conditions for all EcomBalance services in exchange for fees:
I. Services. EcomBalance agrees to provide the following services: general bookkeeping, reconciliations, financial statements, and any other requests as agreed upon by the Client and EcomBalance.
The aforementioned selections shall be referred to as the (“Services”). EcomBalance shall conduct the services within the specifications and guidelines set by the Client. EcomBalance shall, at all times, observe and comply with bookkeeping standards and generally accepted accounting principles (GAAP) while complying with all Federal and State laws, regulations, and procedures when completing their Services in accordance with this Agreement.
Both Parties may agree to add/change services, pricing, and processes by written notice (including but not limited to email, Slack, text, software, or other communication tools); and the remaining provisions of this Agreement shall remain in full force and effect.
II. Fees. The first (1st) month of Services will be free with no cost or payment method required. The Client will go through a short onboarding process and give us the access they need to give them pricing. Pricing will be agreed upon either digitally or in writing prior to starting the trial. Pricing might include catch up, clean up or other add on services.
The free trial period and/or Services will not start until EcomBalance receives all requested documents/ access and information necessary from the Client.
After the free trial ends the first (1st) month’s payment must be paid with the Client’s payment method on file before Services are to be continued after the trial period.
Services will automatically renew and be charged on the first (1st) day of each month. Services can be paid either monthly or annually. Fees paid on an annual basis will offer a 10% discount to the Client.
EcomBalance will do its best not to increase the agreed upon fixed rate; however, EcomBalance has the right to charge additional fees for additional Services agreed to by both Parties. EcomBalance will give written notice (digitally or in writing) of any additional fees to Client before Services are completed. If Client’s scope of work greatly increases, EcomBalance will notify Client to negotiate a new and agreeable rate.
If Client elects to upgrade their Service plan paid on the annual basis, any incremental cost will be prorated over the remaining term of the period and charged to the account. If Client is paying on a monthly rate, Client will be charged the new rate on the first (1st) of the following month.
Client may cancel 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 documents written or electronic materials obtained by EcomBalance in the course of servicing the Client within 15 days after end of service.
Any charge on the first (1st) is for that month’s bookkeeping. For example, you will be charged on May 1st for May books which will be delivered by June 15th. Similarly, you will be charged on June 1st for June books, which you will receive by July 15th. And so on.
You may also receive charges for monthly books before Catch Up and Clean Up is complete if any “free” month(s) are used up. Every month needs to be accounted for by a paid or free month. For example, you begin services with us in January. Your Clean Up work is expected to take 90 days to complete. You have 1 free month. In this situation, January would be free and you would receive charges for your monthly books on February 1st and March 1st even if Clean Up is not completed until April 1st. After Clean Up work is completed, other months will be caught up and you will get back to normal monthly billing as quickly as possible.
III. Expenses. 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 occur outside of their scope of work. EcomBalance will not travel for or to the Client.
IV. Payment. Client will be billed on the 1st of every month. Without limitation, 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.
Client agrees to authorize EcomBalance to collect payment of fees from a credit card, debit card, PayPal, or ACH. Client authorizes EcomBalance to charge all fees and other amounts owing hereunder from such payment method on file. Client shall keep an updated payment method 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.
Client agrees that if they sign up for Services on behalf of another person or company, they are personally responsible for any payments, chargebacks, or other billing issues to EcomBalance.
In the event of termination of Services for any reason except for Client’s breach of this Agreement, EcomBalance may provide Client with a refund of any pre-paid, but unused fees related to such Services, subject to the following: (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 or other, in-full, following the termination of Agreement.
V. Term. This Agreement shall begin on and continue until Services are completed in accordance with industry standards and to the satisfaction of the Client.
VI. Termination. This Agreement may only be terminated by the Client if EcomBalance has not or is not fulfilling the Services outlined in this Agreement in a timely manner. ‘Timely Manner’ shall be defined as not completing the Services in accordance with industry standards, failure to deliver the Services on preset dates, or the breakdown in communication between the Client and EcomBalance due to EcomBalance’s nonresponse. If fees were prepaid as part of this Agreement, and this Agreement is terminated under this Section, refund of any fees will be in accordance with the provisions of Section IV.
VII. Client’s Obligations. The Client shall be solely responsible for providing EcomBalance all financial information related to their personal and/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 EcomBalance shall be held harmless from any liability resulting from the accuracy of the financial information provided.
Client agrees that they have ownership and/or decision-making power to enter into this Agreement. Client agrees to be personally liable for paying all billed charges due if its later determined that the Client entered into this Agreement without the legal authority to do so on behalf of the person and/or company they are representing.
Client shall be responsible for keeping receipts (in case of audit. Client is welcome to store the receipts inside Quickbooks and we are happy to show them how, however it is the client’s responsibility to hold onto all receipts for the time period recommended by the IRS.
VIII. Employment Status. The Parties agree that EcomBalance shall provide the Services to the Client as an independent contractor and shall not be acting 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 the Client for payment of their 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.
IX. Confidentiality. EcomBalance, shall in the course of performing the Services hereunder, may gain access to certain confidential or proprietary information of the Client. 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, or other information developed by EcomBalance hereunder and any 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 strict 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. The obligations under this section shall survive the termination or expiration of the Agreement.
EcomBalance has the right to reasonably share client information with all EcomBalance employees, contractors, and virtual assistants working for EcomBalance without the Client’s permission.
X. Assignment. 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 retain most of Client’s scope of work internally to EcomBalance employees and contractors. At times, EcomBalance may refer the Client to external service providers. EcomBalance will not be responsible for the provider’s performance of any delegated Services.
XI. Notices. 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 standard mail during the receiving party’s regular business hours.
XII. Governing Law. This Agreement shall be construed in accordance with and governed by Federal laws and those located in the State of Colorado, U.S.A.
XIII. Dispute Resolution. All disputes under this Agreement shall be settled by arbitration in the State of governing law before a single arbitrator pursuant to the commercial law rules of the American Arbitrator Association. Arbitration may be commenced at any time by any Party hereto giving written notice to the other Party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the Parties hereto. This provision for arbitration shall be specifically enforceable by the Parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal.
XIV. Severability. 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.
XV. Limitation of Liability. In no event shall either Party be liable to the other Party 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 other Party arising out of the services provided under this Agreement, even if such Party has been advised of the possibility of such damages. In no event will neither Party’s liability on any claim, loss or liability arising out of or connected with this Agreement shall exceed the amounts paid to EcomBalance during the period immediately preceding the event giving rise to such claim or action by the Client or the limits of EcomBalance’s professional liability policy, whichever is greater of the errors and omissions policy that is in place.
Client agrees to consult a CPA for any tax, tax planning, or financial advice. EcomBalance will provide information to the Client to the best of EcomBalance’s knowledge. Client agrees to take into account that EcomBalance has or may have employees that are not CPAs. At times, EcomBalance may refer the Client to outside sources more qualified to advise the Client if complicated questions or situations occur.
XVI. Indemnification. Each Party shall at its own expense indemnify and hold harmless, and at the other Party’s request defend such Party affiliates, subsidiaries, and assigns its respective officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses, and costs, including attorney fees and court costs, which arise directly or indirectly out of or related to any breach of this Agreement or the gross negligence or willful misconduct of a Party’s employees or agents.
XVII. 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.
XVIII. Waiver. The waiver by either party of a breach of 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 of or default under the same or any other provision of this Agreement, nor shall 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 operate as a waiver of any right or remedy.
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 protected by copyright and other laws that protect intellectual property and proprietary rights. You agree 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.
You 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 content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of EcomBalance and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of EcomBalance or our licensors except as expressly authorized by these terms.