Terms & Conditions

SERVICES TO BE PROVIDED (Our Responsibility)
At your request and under your direction, we will perform outsourced accounting services defined on your proposal.  We will use tools and software applications that we own and select to perform the services we provide.  We may offer our opinion(s) based on our knowledge, training and experience, but at all times, the decisions you make are strictly yours as is the responsibility for the financial activity and records of your company.  If necessary, we may suggest you contact your tax accountant, attorney, technical support, one of our strategic partners with that specific expertise, or someone better suited to assist you.

SERVICES NOT PROVIDED
We will make no attempt to adjust the records to reflect Generally Accepted Accounting Principles, nor to reflect proper tax record keeping.  We will not audit or verify the information that you provide to us.  We will not provide any financial statements and will not perform any compilation, review or audit of any of the financial information.  We may provide reports that contain portions of financial information; these reports are for internal management use only.  We are not responsible for identifying and communicating deficiencies or material weaknesses in your internal control.  We are not responsible for the detection of errors, misrepresentations, irregularities, theft, fraud or illegal acts.  We have not included any procedures designed or intended to discover such acts, and you agree we have no responsibility to do so.  We do not provide legal services.
Redmond Accounting, in its sole professional judgment, reserves the right to refuse to take any action that could be construed as making management decisions or performing management functions, including determining account codings and approving journal entries, and will notify the Company of such refusal.

CLIENT DUTY (Your Responsibility)
You authorize Redmond Accounting to accept instructions from you and/or from the staff you designate for this engagement.  As a condition to performing the services described above, you agree to:
·         Make all management decisions and perform all management functions, including approving proposed account codings and journal entries
·         Evaluate the adequacy and results of the services performed
·         Accept responsibility for the results of the services received, provided that Redmond Accounting has not committed acts of gross negligence or willful misconduct.
·         Establish and maintain internal controls over the bookkeeping processes and monitor ongoing activities
·         Acknowledge that we will use information provided by you to complete our services, without further verification or investigation regarding this information by us.
·         Accept responsibility for the proper categorization of financial transactions, safekeeping of assets, and accuracy of financial statements
·         Make staff available to provide timely responses to questions and calls for decisions, and to devote the resources necessary to achieve the objectives of the project.  If the information you provide is not submitted in a timely manner or is incomplete or unusable, we reserve the right to charge additional fees and expenses for services required for correction or catch-up work.
·         Provide us with necessary documents in a timely manner, including updated and corrected information, as needed.
·         Assist with the authorization of electronic bill pay and payroll services.  By giving us access to your bank account and authorizing us to pay bills and write checks on your behalf, you will be bound by them as though you had made them yourself.  Redmond Accounting will agree to process bill payments for client only if the final “Approver prior to payment is a Principal in the client company or designated by the Principal so that approval of the bill is noted in the audit trail.

TECHNOLOGY DISCLAIMER
During the course of the engagement, we may recommend a purchase and installation of computer or technological hardware, software, communications, or services by your company.  Warranties, to the extent they exist, are provided only by the manufacturer/developer/vendor of those computer products.  We will do our best to provide appropriate recommendations when available, but the final decision and responsibility to purchase any computer products is at your sole discretion.  We have a basic understanding of computer hardware.  We do not have the skill set to work on your network, computer hardware, operating software configuration, mapping drives or any other computer related issues.  We advise that you maintain an ongoing relationship with a qualified IT professional and/or company to ensure that you have assistance available when technology needs arise.

OUR FEES
Our fees for consulting are purchased in our online store and then scheduled.  Our fees for recurring accounting services are paid by automatic electronic ACH pmt at the first of each month.  Services requested that are outside of the scope of work detailed will be charged separately.  Transfer fees are paid in advance of transference of software subscription ownership.

Any dispute regarding billed amounts must be submitted in writing within 10 days of the invoice date; email is acceptable.  No amounts may be disputed after that 10 day period.

LIABILITY

Our liability is limited to the total fees paid for the project from its inception to the end of the invoice period in which the dispute arises.  You hereby acknowledge that you have business insurance necessary to cover the scope and aspects of the engagement as described in this letter and related Appendix.

CONFIDENTIALITY
We will have access to information provided by you from your correspondence, worksheets, documents and discussion.  In addition, we will collect information that we develop as part of the engagement.  We work closely with many accountants on behalf of our clients.  We may disclose all of the information that we collect, as well as obtain additional information from your tax accountant of record.  If you direct us, we will not disclose personal information about you with your accountant.  You have the right to opt out of the disclosure.
Redmond Accounting agrees to hold all Confidential Information in confidence and to use the confidential information only in connection with performing the services hereunder.  For purposes of this agreement, confidential information shall mean any and all information which is private and not in the public domain about the Company provided, obtained, or produced in connection with the services in written, oral, digital or other tangible form, including, without limitation, all information furnished at any time relating to the Company’s business, customers, intellectual property, processes, strategies, all portions of any analyses, compilations, data, studies, or other documents prepared by Redmond Accounting that contain or are based on any furnished information or that reflect its review of such information, and any and all information concerning the Company’s plans and activities, ideas, projects, software, methodologies, processes, tools, experience, customers and suppliers, financial information, and any other information, which ought reasonably under the circumstances to be considered confidential.  Redmond Accounting agrees to take reasonable steps necessary to ensure that the confidentiality of the confidential information is maintained and that such confidential information is protected from unauthorized disclosure, but not to a greater extent than the Company itself uses to protect confidential information.  Without limiting the generality of the foregoing, Redmond Accounting shall not disclose confidential information to any party outside its organization, without the prior written approval of the Company.  REDMOND ACCOUNTING REPRESENTS THAT, AS A MATTER OF POLICY, IT INFORMS ITS PERSONNEL CONCERNING MAINTAINING THE CONFIDENTIALITY OF CLIENT INFORMATION.  The parties hereto agree that equitable relief, including injunctive relief and specific performance, shall be available in the event of any breach of the provisions of this agreement.  Such remedies shall not be deemed to be the exclusive remedies for a breach of this agreement, but shall be in addition to all other remedies available at law or equity.  You assume all responsibility relating to adherence with privacy and disclosure requirements relating to the use and sharing of information in your industry.

THIRD PARTY DISCLOSURE
Unless you indicate otherwise, our firm may transmit confidential information that you provided us to third parties in order to facilitate delivering our services to you.  Examples of such transmissions may include the access to your contact information by members of our team (independent contractors such as consultants, administrative assistants, or third party developers), transfer of QuickBooks and other data files via the internet, online back-up services, web site developer and hosting services, credit card processing company, etc.  We only work with established, reputable companies that have demonstrated their commitment to safeguarding your data.  Please feel free to inquire if you would like additional information regarding the transmission of confidential information to entities outside the firm.  We make every effort to ensure that those individuals and businesses that we use do not transmit the information outside the United States.

RECORD RETENTION
All original paper documents provided by you will be stored online electronically with third party web-based service providers.  Original documents will then be shredded, unless agreed upon otherwise.  Electronic copies are available online.  It is your responsibility to safeguard access to the online documents or any archived electronic documents, in case of future need.  If our engagement with you ends for any reason, you have the option to continue any third party web-based subscription service storing your online documents at your expense.  You agree to complete the transfer of services to your name and assume responsibility for payment within 10 days of the end of our work with you.  You understand that if you do not assume responsibility for these services, that they may be cancelled.  Additional fees may apply if you elect to restore those services or request copies from the third party provider.  By signing this agreement you confirm that you understand the services being provided and also agree that Redmond Accounting is not liable for record retention or any other aspect of the services provided by these third parties, even if we absorb the cost of a third party service as a benefit to you.  You at all times assume responsibility for a decision to maintain digital copies of your documents stored by the web application or in archived media format.

MEDIATION / ARBITRATION
If any dispute arises among the parties hereto, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Rules for Professional Accounting and Related Services Disputes before resorting to litigation.  Costs of any mediation proceeding shall be shared equally by all parties.
Client and accountant both agree that any dispute over fees charged by the accountant to the client will be submitted for resolution by arbitration in accordance with the Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association.  Such arbitration shall be binding and final.  IN AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT, IN THE EVENT OF A DISPUTE OVER FEES CHARGED BY THE ACCOUNTANT, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION.

NON-SOLICIT CLAUSE
We value each of our clients as well as each of our staff.  We have spent a great deal of time and resources to locate, train and retain staff.  We respectfully request that you do not solicit our staff to work for you.  If you do hire one of our staff within 2 years of when they last worked on your project, we will be due a finder’s fee equal to 50% of their annual salary.

GOVERNING LAW
This agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the principles of conflicts of law thereof.

ASSIGNMENT
All obligations provided under this Agreement are personal and no party shall assign any rights or delegate any obligations hereunder without the other party’s prior written consent.  Any attempted assignment without the required consent shall be null and void.

COSTS OF ENFORCEMENT
In the event a party is adjudged to be in breach of this agreement, including, as to Company, any payment obligations, and, as to Redmond Accounting, any confidentiality obligations, the party in breach shall reimburse the non-breaching party for its reasonable out-of-pocket costs of enforcing the provisions of this agreement, including reasonable attorneys’ fees and disbursements.

TERMINATION OF SERVICES
You may elect to terminate this agreement by providing Redmond Accounting with 30 days written notice.  In the event that services are terminated, you assume responsibility for the transfer of any third party vendor services.  Contact us to determine whether the opportunity is available to transfer the ownership of an existing software subscription directly to your company.  Transfer fees apply.

You understand and agree that we may withdraw from the present engagement at any time for any reason at our sole discretion.  In particular, you agree that if you fail to provide the requested information or fail to pay for services for this engagement on the agreed upon schedule, we either may discontinue performing services for you until all outstanding balances are paid and/or may withdraw from the engagement ten days after the mailing of written notice to you at the same address to which statements are sent.

We reserve the right to terminate our work immediately if, during the course of our services, we become aware of any matters that would compromise our professional or legal standing in any way, either in fact or based on confirmed or potential public perception.

CONCLUSION
These terms of service set forth the entire agreement relating to our work with you.  These terms of service supersede any prior agreements, discussions or understandings.  No amendment or modification of this agreement shall be valid unless in writing, signed by both parties to this agreement.  You may request that we perform additional service at a future date beyond the scope of your current service plan.  If this occurs, we will communicate with you to provide a proposal for the scope and estimated cost of these additional services.  Engagements for additional service will necessitate that we issue a separate proposal of services to reflect the obligations of both parties.