Terms and Conditions

These terms & conditions (the “Agreement”) outline the services we’ll provide, the terms of our work together, and each party’s responsibilities. Please review carefully and reach out with any questions before signing. By submitting the form with the box checked saying “I agree to the terms & conditions”, you are accepting this Agreement.

Parties

This Agreement is between Ker Financial LLC (the “Service Provider”) and the business or individual submitting this form and agreeing to the terms and conditions (the “Client”), together referred to as the “Parties”.

Term of Engagement

The Engagement starts on the date this Agreement is agreed to by the Client. The initial term of this Agreement is twelve (12) months from the Start Date. Upon expiration of the initial term, this Agreement will automatically renew on a month-to-month basis under the same terms and conditions unless either party provides at least 30 days’ prior written notice of non-renewal.

Either party may terminate this Agreement at any time with 30 days’ written notice. All service obligations will be canceled on the termination date. Full payment for services rendered shall be due and payable as of the termination date.

Pricing and Payment Terms

The Client will pay the Service Provider a monthly bookkeeping fee, in the amount that is shown on the form submission, each month commencing on the first day of the month following the Start Date.

The Client will pay the Service Provider a one-time onboarding fee, in the amount that is shown on the form submission, which will be due upon acceptance of this engagement letter.

If the form submission has annual business income tax return preparation selected, the Client will pay the Service Provider an annual tax preparation fee in the amount that is shown on the form submission. The first 50% of the annual tax preparation fee will be due prior to any tax preparation work commencing, typically in January, and the final 50% will be due prior to the Service Provider e-filing the Client’s tax returns.

All fees will be automatically charged on their due dates to the payment method collected upon acceptance of these terms and conditions. If the payment method ever fails, the Client will be notified immediately and will be responsible for inputting a new payment method. For every 30 days an invoice remains unpaid, a late fee of 3% will be added.

The pricing is determined based on estimates provided by the Client relating to metrics such as number of transactions per month, number of bank accounts, number of employees on payroll, and other information about the business. If the Service Provider discovers during the onboarding process that the business’s historical data is significantly different than the estimates provided such that the pricing in this Agreement is not actually appropriate or reasonable, this Agreement may be voided by the Service Provider by informing the client within 30 days of completing the onboarding process. The Service Provider may suggest a more appropriate fee structure, which the Client may accept or decline under a new agreement. If the Service Provider does not inform the client within 30 days of completing the onboarding process, this Agreement may not be voided, and any further modifications to the pricing of this Agreement must be mutually agreed upon.

The Service Provider may increase pricing on January 1st of each calendar year beginning no less than 365 days after this Agreement is accepted. The Service Provider must notify the Client in writing at least 30 days before any price changes go into effect. Any material changes during the calendar year to the number of the Client’s business accounts, employees, transactions, or services the Client requests may, at the Service Provider’s discretion, result in an earlier re-evaluation of the Client’s recurring fee.

The Services

The services to be provided by the Service Provider are defined as follows:  

On a monthly basis, the Service Provider will perform the following in exchange for the monthly bookkeeping fee:

·        Transaction categorization

·        Account reconciliations

·        Monthly financial reports (Income Statement and Balance Sheet), delivered by the 15th of the following month

During onboarding, the Service Provider will perform the following services in exchange for the onboarding fee:

·        Set up and configure the QuickBooks Online account

·        Categorize the transactions for the current tax year (or import these transactions if previously categorized by another bookkeeper)

·        Review, categorize, and clean-up the Client’s historical financials, starting with the beginning of the current calendar year as of the date this Agreement is signed.

If the Tax preparation and filing additional add-on service is selected in the form submitted by the Client, on an annual basis, the Service Provider will prepare and e-file the Client’s federal business income tax return. This is limited to one single federal tax return to report the business income, either a form 1065 or 1120S or 1120 or 1040, in exchange for the annual tax preparation fee. Additional state returns may incur an additional fee to be arranged by the Service Provider.

The Service Provider is not obligated to identify or disclose all errors, fraud, or noncompliance with laws and regulations. The Service Provider has no responsibility to identify or communicate deficiencies in your internal controls as part of any services.

Additional Services

Any additional services requested outside of the defined scope of the services section must be documented in an amendment (to be incorporated herein) and agreed upon in writing by both Parties before work begins. Fees for additional services will be invoiced separately or added to the next monthly invoice.

If an extension is required to be filed by the Service Provider on behalf of the Client, an additional $50 fee will be charged per extension.

Any amendment filings resulting from additional information being provided to the Service Provider by the client subsequent to the e-filing submission of the return will incur an additional fee. The amount of the additional fee for amendment filings will depend on the nature of the amendment and will be a minimum of $200 per amendment filing.

Price Guarantee

The Client will never be charged for any unauthorized services. All prices will remain as stated in this Agreement and may only be changed by mutual written agreement of both Parties.

Client Responsibilities

The Client is responsible for the following:

·        Providing the Service Provider with complete and accurate records, documentation, and other information in a timely manner so the Service Provider can perform services effectively.

·        Designating a responsible party to oversee the engagement and communicate with the Service Provider as necessary.

·        Complying with all laws, regulations, and reporting requirements applicable to the Client’s business and financial records.

·        Maintaining original copies of all financial, accounting, tax, and other related records.

Confidentiality

The Service Provider acknowledges that, in the course of performing services under this Agreement, it may receive or have access to confidential or proprietary information related to the Client’s business, operations, finances, or customers (“Confidential Information”). Therefore, the Service Provider agrees to maintain the confidentiality of such information in accordance with applicable professional standards and not to disclose any Confidential Information to any third party without the Client’s express prior written consent, except: (i) as required by law, regulation, or court order, (ii) as necessary to carry out the services contemplated by this Agreement, or (iii) for information that is or becomes publicly available other than through breach of this Agreement.

Limitation of Liability

To the fullest extent permitted by law, the Service Provider’s total aggregate liability to the Client for any claims, damages, or expenses arising out of or relating to this Agreement or the services provided shall be limited to the total amount of fees paid by the Client to the Service Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to such liability. In no event shall the Service Provider be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, even if advised of the possibility of such damages.

Electronic Communications & Signatures

Both Parties agree that electronic communications, including email, and electronic signatures (such as via DocuSign, BreezeDoc, or similar platforms), shall be valid and binding for the purposes of this Agreement. A signed copy delivered electronically shall be treated as an original.

Data Retention

The Service Provider will retain copies of the Client’s records and workpapers related to the services provided under this Agreement for a period of three (3) years from the date of service completion, after which they may be securely destroyed. The Client is responsible for maintaining their own permanent records and should not rely on the Service Provider as the sole repository of financial information.

The Service Provider will maintain reasonable administrative, technical, and physical safeguards designed to protect the Client’s information against unauthorized access, disclosure, or loss, consistent with applicable professional standards and industry practices.

Independent Contractor Status

The Service Provider is engaged as an independent contractor and shall not be considered an employee, agent, partner, or joint venturer of the Client. The Service Provider shall have no authority to bind or otherwise obligate the Client in any manner.

Nothing in this Agreement will be construed to create an employer-employee relationship or to limit the Service Provider’s discretion in determining method, means, and manner of performance the services.

Indemnification

The Client agrees to indemnify and hold harmless the Service Provider, its partners, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or related to: (i) misrepresentations by the Client, (ii) the Client’s failure to provide accurate or complete information, (iii) the Client’s knowing use or distribution of any materials prepared by the Service Provider for an improper or illegal purpose, or (iv) third-party claims resulting from Client’s actions or omissions. This indemnification does not apply to any claim, loss or expense that is finally determined to have resulted from the Service Provider’s negligence, willful misconduct, or violation of applicable law or professional standards.

Governing Law and Dispute Resolution

This engagement shall be governed by and shall be construed in accordance with the laws in the State of Washington.

In the occasion of any dispute or declaration arising out of or regarding this engagement, the Parties agree to first try to remedy the problem through good-faith mediation. Mediation shall be conducted by a neutral third-party mediator,  mutually selected by the Parties, and will take place within 30 days after written notice of the dispute.

If mediation is unsuccessful, the dispute will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration shall take place in King County, Washington, before a single arbitrator experienced in accounting or professional services disputes. The decision of the arbitrator will be final and binding on both Parties, and the judgment on the arbitration award may be entered in any court having jurisdiction.

The Client understands that by consenting to arbitration, the Client is waiving the right to bring claims in court or to have those claims decided by a judge or jury. This provision shall not apply to the Service Provider’s efforts to collect unpaid fees, which may be pursued in small claims court or another appropriate forum.

Disclaimers

Our work will be based upon information and representations supplied by you and/or your representatives. We will not verify the data you provide, although we may request clarification when necessary. You are responsible for the accuracy, completeness, and timely submission of all information required for the performance of our services.

We make no representation, warranty, or guarantee regarding the outcome of any tax filing, examination, audit, or administrative or judicial proceeding. Any tax advice rendered reflects our professional judgment at the time and is not a guarantee of future events or results.

Our services do not include the provision of legal, investment, or financial planning advice. You are encouraged to consult with qualified legal counsel regarding legal matters, and with licensed investment professionals regarding investment decisions. Any discussion of potential legal or financial implications is intended solely to explain tax consequences and should not be relied upon as legal or investment guidance.

The services provided under this Agreement are limited to those expressly described in this Engagement Letter. We are not responsible for the discovery of errors, irregularities, or illegal acts, including fraud or defalcations, that may exist. Our engagement does not include auditing, review, or compilation services, and should not be relied upon to detect such matters.

IRS Circular 230 Disclosure.
Any tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (i) avoiding penalties that may be imposed under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.

Severability

If any term, covenant, condition, or provision of this engagement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated.

Amendments

This Agreement includes the relevant terms that will govern the engagement for which it has been prepared. Any material changes or additions to the terms set forth in this letter will only become effective if evidenced by a written amendment to this letter, signed by all Parties.