Bookkeeping-Results, LLC’s Terms of Agreement
Bookkeeping-Results, LLC ("BR") provides you ("Client") with the services described below, subject to the terms and conditions described below. For the consideration stated herein, by Client's indication that it agrees to be bound by Bookkeeping-Results, LLC's Terms of Service (this "Agreement"), Client accepts and agrees to be bound by the following:
1. Retail Clients.
1.1 Term. The term of this Agreement is one (1) year. The term may be extended by written mutual agreement of the parties.
1.2 Payment. Client shall pay to BR all fees indicated on this website for the services to be provided by BR under this Article I. In determining and selecting the appropriate fees for such services, if prompted, Client shall accurately select the number of transactions to be processed per month, and whether Client is a household or small business. If Client fails to accurately select either of the foregoing, or if either of the foregoing subsequently changes, BR reserves the right to change any such selections and increase the fees owed by Client accordingly. Client acknowledges that such payment may be conducted through PayPal or any other a third party provider, and may be subject to PayPal’s, or such third party provider’s terms and conditions. If Client agrees (whether on this website, through PayPal, or otherwise) to pay such fees over a series of payments or on an ongoing basis, Client shall make all such payments in the amounts and on the intervals through PayPal or any other vendor BR may choose. Client’s receipt of an electronic or other form of order confirmation does not signify BR’s acceptance of Client’s order, nor does it constitute confirmation of BR’s offer to sell. BR reserves the right at any time after receipt of Client’s order to accept or decline Client’s order for any reason.
1.3 Client Responsibilities. Upon Client’s receipt of a Shoebox (as defined below), Client shall assemble and place all of its receipts, bank statements, credit card statements, and other financial documents (collectively, the “Financial Information”) into the Shoebox. Client shall cause the Shoebox to be returned to BR.
1.4 BR Responsibilities. BR shall:
a) deliver to Client a container (with or without dividers) for Client to place its Financial Information into (the “Shoebox”) and postage pre-paid return packaging for the Shoebox to be returned to BR;
b) input the Financial Information into any personal financial software which BR, in its sole discretion, may choose;
c) reconcile the Financial Information, to the extent such reconciliation can be done with the information provided;
d) send Client a general breakdown of the Financial Information by category; and
e) subject to Section 1.05, provide Client with a list of apparent federal income tax deductions.
1.5 No Tax Advice. None of the information provided by BR, whether oral or in writing, is tax advice, can be used to avoid taxation or tax penalties, or can be used for the purpose of promoting, marketing, or recommending any tax strategy or deduction. Client should consult a tax professional of its choosing at its sole expense to determine the tax ramifications of the information provided to BR.
1.6 Vendors. BR may, in its sole discretion and without notice to Client, use a third party contractor or vendor in the performance of some or all of its obligations under this Article I, including (but without limitation) the processing or input of Financial Information provided by Client to BR in the Shoebox. BR, in the course of using such third party contractor or vendor, may disclose some or all of Client’s Financial Information to such third party vendor or contractor.
1.7 Information Security. BR in not responsible for any liability, loss, or cost resulting from (i) any loss of Financial Information; (ii) any disclosure of Financial Information to a third party vendor or contractor; or (iii) any disclosure of data to any third party whomsoever, whether by theft, inadvertent disclosure, negligence or otherwise. Without limiting the foregoing, BR may provide to Client a one year subscription to identity theft protection through a third party provider chosen in BR’s sole discretion, and in such case, Client will be deemed to have released BR from any and all claims, losses, and liability resulting from, or related to, any of the following: (a) any loss of Financial Information; (b) any disclosure of Financial Information to a third party vendor or contractor; or (c) any disclosure of data to any third party whomsoever, whether by theft, inadvertent disclosure, negligence or otherwise. Client is hereby advised that it should retain copies of all Financial Information and should not rely on BR to do so.
1.8 Limitation of Liability. Notwithstanding anything to the contrary in this Agreement, BR’s liability to Client is limited solely to any fees paid by Client to BR.
2. Default and Remedies.
2.1 The occurrence of any of the following events will place Client in default of this Agreement (with each such occurrence being an "Event of Client Default"): (i) Client fails to pay any fees when due; (ii) Client fails to perform each and every term, condition, and covenant in this Agreement; (iii) the representations and warranties made by Client are untrue or become untrue; (iv) Client is in default or becomes in default under any other agreement between Client and BR; or (v) Client (a) becomes insolvent; (b) makes a transfer in fraud of creditors; (c) makes an assignment for the benefit of creditors; (d) files a petition under any section or chapter of the Federal Bankruptcy Code, as amended, or under any similar law or statute of the United States or any State thereof; (e) is adjudged bankrupt or insolvent; or (f) becomes subject to an appointed receiver or trustee.
2.2 In addition to any rights and remedies otherwise provided in this Agreement, upon the occurrence of an Event of Client Default, BR may exercise any one or more of the following rights and remedies: (i) terminate this Agreement; (ii) refuse to further perform any of the obligations of BR under this Agreement; (iii) refer any due, unpaid fees to a debt collection firm or attorney; or (iv) exercise any other rights and remedies at law or in equity, including injunctive relief. If Client fails to pay any fees when due and payable, Client shall pay to BR interest on such outstanding fees at the lesser of (x) eighteen percent, per year or (y) the maximum interest rate permitted by law; with such interest calculated on a daily basis.
2.3 All remedies of BR in this Agreement, including those not set forth but provided by law, are cumulative, and the exercise of any such remedies will not exclude the exercise of any other consistent remedy. Any waiver by BR, express or implied, of any breach of any term, covenant or condition hereof, is not a waiver of such term, condition or covenant for any subsequent breach or of any other term, covenant or condition hereof, and consent or approval does not waive or render unnecessary consent to approval of any subsequential or similar act. The failure to declare any Event of Client Default upon the occurrence thereof or any delay in taking action with respect thereto does not waive such default. If BR employs an attorney to enforce any provisions of this Agreement, or to recover any expenses or enforce any other remedy provided in this Agreement, Client shall pay to BR all reasonable and necessary costs, expenses and attorney's fees expended or incurred by BR in connection therewith.
2.4 CLIENT HEREBY WAIVES ANY AND ALL RIGHTS TO, OR CLAIMS FOR, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES AGAINST BR AND ANY EMPLOYEES AND INDEPENDENT CONTRACTORS OF BR.
3. Indemnities.
3.1 Client shall indemnify, defend and hold harmless BR from any and all damages, expenses, fines, fees, judgments, penalties, and other costs arising from, resulting from, or related to: (i) an Event of Client Default; (ii) negligence, gross negligence, recklessness, malfeasance, or intentional act or omission of Client or any employee or contractor of Client; and (iii) any act or omission of Client or any employee or contractor of Client whatsoever.
3.2 CLIENT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS BR FROM ANY AND ALL DAMAGES, EXPENSES, FINES, FEES, JUDGMENTS, PENALTIES, AND OTHER COSTS WHICH ARISE FROM, OR RELATE TO, ANY AND ALL ACTS AND OMISSIONS OF BR WHICH ARISE FROM, OR RELATE TO, THE SERVICES PROVIDED BY BR UNDER THIS AGREEMENT.
3.3 The foregoing indemnities include, but are not limited to, claims, suits, actions and proceedings whether administrative, civil, criminal, investigative, or legislative. The foregoing indemnities also include, but are not limited to, coverage whether such claims, suits, actions, or proceedings are decided on the merits or otherwise, and for all settlement of such claims, suits, actions, or proceedings, regardless of whether fault is designated in such settlements.
3.4 Client's duty to defend in this Article includes the prompt payment of all attorney's fees, and other costs and expenses related to such defense. Client shall, upon request from BR and within three (3) days of such request, pay such attorney's fees, and other such costs and expenses whether the same constitute an advancement, payment or reimbursement. Without limiting the foregoing, BR may maintain counsel of its choosing, and Client's duty to defend shall extend to the payment of such counsel's fees, costs and expenses. Nothing in this Article requires BR to provide Client with anything more than a summary invoice from its counsel.
3.5 The provisions of this Article survive the termination of this Agreement.
4. Miscellaneous.
4.1 Client acknowledges that, in the course of the performance of this Agreement, Client may be required to enter into license agreements for the use of software (for example, but not by way of limitation, Quicken or QuickBooks) at its sole expense, and Client agrees to be bound by such license agreements (and to pay all resulting costs), whether executed by Client or by BR on behalf of Client, regardless of whether Client actually executes such license agreements or actually reviews such license agreements. Client shall at all times comply with any applicable laws, codes, rules and regulations which related to, or apply to, intellectual property, but acknowledges and agrees that all such licenses are agreements with third parties (and not BR), for which BR is not responsible.
4.2 BR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING (BUT NOT LIMITED TO) SUITABILITY, MERCHANTABILITY, GOOD AND WORKMANLIKE QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY EXISTS AS TO THE SERVICES PROVIDED BY BR UNDER THIS AGREEMENT.
4.3 Nothing herein contained shall be deemed or considered to create the relationship of principal and agent or of partnership or of joint venture between the parties to this Agreement. At all times, BR is merely an independent contractor of Client.
4.4 Whenever a period of time is prescribed in this Agreement for action to be taken by BR, BR will be liable or responsible for, and there shall be excluded from the computation of any corresponding deadline, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, government laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of BR. Time is of the essence as to all matters contained in this Agreement.
4.5 THE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE INTERPRETATION, VALIDITY, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. Venue for any action under this Agreement will be in Harris County, Texas.
4.6 If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement will not be affected thereby. The section and paragraph headings, titles and captions used herein are for convenience only and do not limit or amplify the provisions hereof. Whenever the context requires, the gender of all words used in this Agreement include the masculine, feminine, and neuter. Each party acknowledges that he has participated in the drafting of this Agreement and that this Agreement should not be construed against either party because it was the drafter.
4.7 Client may not assign this Agreement. BR may assign this Agreement upon written notice to Client in accordance with the notice provisions in this Agreement. The terms, provisions and covenants contained in this Agreement apply to, inure to the benefit of and bind the parties hereto and their respective heirs, assigns, successors and legal representatives, subject to provisions in this Agreement limiting assignment. Excepting the foregoing, no intended third party beneficiaries exist as to this Agreement.
4.8 This Agreement contains the entire agreement between the parties, and no statement or agreement, oral or written, will change, modify or terminate this Agreement, in whole or in part, unless such is in writing and duly signed by the party against whom enforcement is sought. No oral statement or prior written matter has any force or effect and is not part of this Agreement.
4.9 The effective date of this Agreement is the date upon which the later of BR and Client has signed this Agreement.
4.10 Any and all notices required to be given under this Agreement are void and of no effect unless such notice is in writing and is delivered to the party to whom such notice is directed, either in person or deposited in the United States mail, certified and return receipt requested, postage prepaid, and delivered to such party at that party's address. For the purposes of this Section 5.10, BR's address is 5680 Highway 6, #129, Missouri City, Texas 77459, and Client's address is the address which Client provides BR upon making this Agreement. Any address may be changed by delivery of notice in accordance with these notice provisions.
4.11 If this Agreement is executed in multiple counterparts, each is deemed an original and together constitute one Agreement.
