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 Cancellation 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 will detail the exact combination of services for your particular business. This list 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, ensuring accuracy and compliance with relevant regulations.

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

• Software Subscriptions Management: We’ll handle the setup and management of essential accounting software subscriptions, ensuring 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 and correctly. While we will set up and manage your sales tax nexus and filings, we do not manage sales or payroll tax tax audits. 

• Advisory: Beyond traditional accounting, we provide strategic advice 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 ensure your finances are tax-ready and compliant with applicable standards. If your tax CPA has questions or needs, we’ll work directly with them.

• Human Resources: We offer a suite of services to 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 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 refine our services to keep pace with your evolving business needs.

II. Billing and Payment Terms

A. 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 credit card account you've provided, using our hassle-free billing software. We appreciate and require prompt payment to keep everything running smoothly.

B. 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.

C. 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.

D. 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.

E. 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 ongoing accounting, human resources, and state and local tax fees, 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.

F. 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.

G. 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.

H. 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 5% 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.

I. Unanticipated Services/Scope Changes: Our agreement covers the services listed in the scope of services you have signed. If you find yourself needing a bit more than what's listed, no problem! Any additional work will be quoted and agreed upon before we start. We'll then send you an updated or additional engagement letter through our online proposal system. Just give it your signature, and we'll get to work on these new tasks

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

K. Payment for Software Subscriptions: We'll be setting up and managing some necessary software subscriptions to ensure we deliver our best work to you. Below is a handy chart that 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.

If our paths ever diverge, we want to make sure you're set up for continued success. Should our engagement come to an end, we'll offer you the option to keep any third-party subscription-based services running, with the costs then shifting to your plate. We promise to smoothly transfer these services into your name and ensure that you're all set to take over the payments within 10 days of wrapping up our work together.

Just a heads-up: if you choose not to take over these services, 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.

L. A special note about 1099s: In order to file your 1099-MISCs on time, we do require that you provide a completed W9 for all of your vendors in a timely fashion. Finalized 1099-MISC are due to the IRS by 01/31- any late filings will result in a penalty by the IRS.

Our internal 1099-MISC due dates and penalties are as follows:

III. Client Responsibilities

A. Provision of Documents: You will provide us with the following documents: 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.

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

C. Avoiding Delays: We will provide a needs list upon signing our agreement. 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

A. Confidentiality: In conducting this engagement, information acquired by us in the course of the engagement is subject to strict confidentiality requirements. We are committed to the safekeeping of your confidential information and we maintain physical, electronic, and procedural safeguards to protect it. However, we may be required by law to disclose what may otherwise be considered confidential information of yours if requested by the IRS or federal government, or if you disclose that information to a third party.

B. 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 arising from your failure to do so.

C. Outsourcing: We may involve third-party contractors or outsourced service providers in providing various aspects of your accounting work. We may share confidential information about you with these service providers but remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality agreements with all service providers to maintain the confidentiality 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.

D. Proprietary Information: You acknowledge that the proprietary information, documents, materials, management techniques, and other intellectual property we use are a material source of the services we perform and that these were developed prior to our association with you. Any new forms, software, documents, or intellectual property we develop in this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business. 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. Any and all new documents created as a result of this engagement will automatically become our property. Neither you, nor any of your 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.

E. 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 we last rendered services on the particular project for such client. 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 documents in your files. Finally, we have a lien on your records to secure payment of fees owing hereunder, 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.

F. 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 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 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 person or entity resulting from the use of 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 Cancellation Policy

A. Acceptance: This engagement starts on upon the submission of your e-signature and is valid until it's ended by mutual agreement or superseded by a newer engagement.

B. Cancellation: We require 4 weeks notice to cancel service. Please submit your request to cancel service using our cancellation form. This form helps us  easily send your software subscriptions back to you, should you want to retain them, and will let us know if you require training prior to our last day. No refunds will be given for services not used during the billing period.

VI. Nature of Work, Liability, and Indemnification

A. Independent Contractor: In providing services to 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.

B. Work Location: Work will be performed offsite and will be at the discretion of the accountant in charge of the file.

C. 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.

D. Tax Preparation and Advice: We do not prepare or defend business or personal tax returns. Any tax advice is based on the facts provided to us and on current tax law including judicial and administrative interpretation. Tax law is subject to continual change, at times on a retroactive basis, and may result in incremental taxes, interest, or penalties. 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 hereof.
Limitation on Liability; Indemnification:

1. You agree that Accountingprose LLC shall not have any liability to you in connection with our professional advice.

2. Accountingprose LLC is an Arizona limited liability company operating as a foreign entity in the State of Colorado. As a result, with certain possible limited exceptions, none of which may be applicable, the members of Accountingprose LLC are not personally liable or accountable, directly or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for debts, obligations, or liabilities of or chargeable to Accountingprose LLC or another member in Accountingprose LLC, whether arising in tort, contract or otherwise, that are incurred, created or assumed by Accountingprose LLC, by reason of being a member or acting in the conduct of the business or activities of Accountingprose LLC.

3. The provisions of this section are in addition to any rights that we may have at common law or otherwise, including but not limited to any right of contribution.

4. You agree to indemnify and hold harmless Accountingprose LLC and each current, former and future member, manager, employee, contractor, agent and representative of the practice, 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 in connection with investigating, preparing to defend or defending against such claims or actions, whether or not in connection with pending or threatened litigation or arbitration in which we are a party or potential party; provided, however, that you will not be responsible for any claims, actions, liabilities, damages, losses or expenses which are determined by final non-appealable adjudication or binding arbitration to have resulted from our professional malpractice, 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

A. Disputes 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 individual person at Accountingprose LLC, including any and all disputes in contract or tort, claims for breach of duty or professional negligence or controversies otherwise arising out of our relationship with you, 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. 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 agreement to arbitrate shall survive the termination of our representation of you.

B. Governing Law: These Terms of Service shall be construed in accordance with the internal laws of the State of Colorado.

Entire Agreement: These Terms of Service constitute the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and are intended as a final expression of their agreement. They may be modified from time to time at the sole discretion of Accounting Prose, any material changes to which will be communicated via written notice.

Last Updated: March 1, 2024