Billy’s Managed Bookkeeping Services Agreement

WORK TO BE DONE

A. Scope/Limitations. Billy Inc. does not provide forensic auditing. Accordingly, our engagement for accounting services will not, and cannot, be relied upon to disclose financial errors, irregularities or illegal acts such as fraud or misappropriation which may exist or take place during the term of our engagement. Incomplete or inaccurate information provided to Billy Inc. (and our partners) will affect the ability of Billy Inc. to perform the services for which it is being retained. Should such matters come to our attention during the provision of services same shall be disclosed to the Client forthwith.

B. Agreed Upon Services. This agreement is for all managed services performed by Billy Inc. for the Client. This level of service is indicated by the subscription level the client has purchased and may include:

  • Reconcile checking account with the bank statement each month for proper account balance and to identify any
    errors. We will make correcting entries directly to and identify the source of each adjustment. We will tell you of these
    adjustments and make you aware of any corrections.
  • Review, analyze and reconcile general ledger accounts for accuracy and confer with you regarding any items not fully
    understood.
  • Prepare and record all necessary journal entries to reflect correct accounting records.
  • Prepare and present Financial Statements.
  • Review Sales Journal and prepare Sales Tax Returns (if applicable).
  • Setup of Billy and basic training (if applicable).

FEE SCHEDULE

A. Terms of Payment. All billings are ‘DUE ON RECEIPT’. All amounts unpaid after 30 days are subject to interest at 2% per month (24% per annum), calculated from the invoice date, on the total outstanding amount.

B. Change if Fees. Fees posted on Billy’s website are subject to change. The fee the client originally purchased with will remain unchanged unless otherwise informed within 30 days.

TERMINATION

Either party may terminate this relationship on thirty (30) days written notice to the other, including email notification, provided that such notice has been received. In the event that the Client provides less than thirty (30) days notice, the average of one month’s billings plus applicable taxes will be payable in lieu of notice. The average one month’s billings will be calculated from the prior twelve (12) months when services were provided. During the 30 day termination period projects in process shall be completed if possible, and no other work shall be undertaken unless the parties agree in writing to specific terms for the additional work.

LIMIT OF LIABILITY

A. The Client hereby agrees that any liability of Billy Inc. and our partners under this agreement, regardless of form of action, shall be limited to the most recent monthly amount billed for services agreed to hereunder as its exclusive remedy. Client agrees that it shall not make any claim against Billy Inc. beyond such amount of monthly account, and Billy Inc. may rely on this paragraph as a complete bar to any such claim.

B. More specifically the Client agrees that Billy Inc. is not, and shall not be deemed to be liable for any losses resulting from advice provided by them or either of them, or from work done by them, or for loss of profits of the Client or of any other party which may flow therefrom, whether it be direct or incidental, whether or not they have been advised of the possibility of such damages, and the Client acknowledges and agrees to same hereto.

C. Neither party may bring any action arising out of the services under this agreement, regardless of form, more than one year after the date of the last services provided under this agreement.

INDEMNIFICATION & NON-DISCLOSURE

The Client agrees to release, indemnify and hold Billy Inc., (their partners, executors, heirs, successors and assigns) harmless from any and all liability and costs resulting from any known misrepresentations or fraud participated in by management or any of them, or such errors resulting from incomplete or inaccurate information provided by management, and such indemnity shall not be limited to the term of this contract but shall be ongoing even after its termination. The Client also acknowledges that the Billy Inc. in the course of their work may view or otherwise come into contact with information the Client considers confidential. In such a case Billy Inc. undertake to keep such information confidential subject to governing law, jurisprudence and/or order of a court of competent jurisdiction and the Client agrees that no action can be taken against Billy Inc. as a result of their view or contact with the confidential information unless Billy Inc. fails to honour their undertaking as defined in this paragraph.

APPLICABLE LAW

This engagement letter shall be governed as to validity, interpretation, construction, effect and in all other respects by the laws and decisions of the State of Oregon. In the event of commencement of any legal action regarding any term or condition of this engagement, such action by agreement is to be subject to the jurisdiction of the courts of the State of Oregon or its political subdivisions.

COMPLETE AGREEMENT

This letter and the Bookkeeping Services List comprise the complete agreement between the parties, superseding all proposals oral or written and all other communications between the parties. If any provision of this letter is determined to be unenforceable, all other provisions shall remain in force. If you have any questions or concerns regarding this engagement letter or desired services please contact us at the above address.

Bookkeeping Agreement Signature Box