This Contract for bookkeeping services is made effective as of (date), by and between ("CLIENT") of and ProGrowth Solutions LLC. (PGS) of 3104 E Camelback Rd. #2003 Phoenix, AZ, 85016.
Per this agreement, PGS and its authorized representatives have agreed to perform various bookkeeping and related services on behalf of CLIENT as set forth herein.
1. DESCRIPTION OF SERVICES. Beginning on (Intake/Due Diligence to begin ) (date), PGS will provide periodic bookkeeping services covering the following tasks:
Recording and tracking of financial transactions of your business according to generally accepted accounting principles (GAAP)
Reconciling periodic bank, investment, credit card and loan account statements
Summarizing the periodic activity of your business in the form of financial statements
A NEW client shall go through the intake process which may include any of the following:
· Due Diligence – Review of existing chart of accounts and accounting entries to identify potential errors that need to be fixed before bookkeeping services can be provided.
· Chart of Accounts (COA) – Setup a customized COA for your business or fix existing COA to conform to your specific business. The COA will include main and sub accounts as well as account numbers for easy reference and clean reporting.
· Financial Update – Correct errors identified on the due diligence or update books to current period.
☒ If this box is marked, you are a new client and will have to go through the intake process.
2. PAYMENT. Payment shall be made to ProGrowth Solutions LLC automatically through our recurring payment portal. If paying by credit card, please complete the CC authorization form attached.
CLIENT agrees to pay an hourly fee of $/hr for Bookkeeping services billed : on the first day of each billing cycle covering work completed for the previous period. There will be a grace period of 5 days and an interest charge of 2% per month on the total past due amount after the grace period.
Please note the bookkeeping service fee does not include any of the following services:
· Online accounting software (e.g., QuickBooks Online)
· Due diligence and customized Chart of Accounts
· Financial update/correction for prior periods
· Consulting services in person or via phone call/zoom
· Payroll and related services including payroll tax, W-2 and 1099 filings
· Business tax returns and filings
· Audited/Reviewed financial statements
· Correspondences with outside parties (banks, CPAs, etc.)
While performing bookkeeping services, if PGS discovers information, documents and/or financial accounts that were not previously disclosed and such discoveries will increase the volume of work required to maintain the CLIENT’s books, PGS reserves the right to adjust our fees commensurate to the work performed and/or refuse service to the CLIENT.
Other Fees when applicable:
· For a new client, a one-time Setup Fee to be conducted by a senior partner-level associate will be billed at $ per hour.
· Financial Update for period: Jan 2023 to
o Partner hourly bill $
o Manager hourly bill $
o Bookkeeper hourly bill $
· Consulting service to review due diligence findings
o Partner hourly bill $
· Monthly QuickBooks Online Subscription fee: $
*If setup exceeds 4 billable hours due to extensive errors and/or larger than expected items to review, we reserve the right to bill additional fees at $ per hour.
3. TERM. This Contract may be terminated by either party upon 30-day prior written notice by electronic mail or postal mail to the other party.
4. CONFIDENTIALITY. PGS, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of PGS, or divulge, disclose, or communicate in any manner, any information that is confidential to the CLIENT. PGS and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Upon termination of this Contract, PGS and related parties will purge all records, notes, documentation, and other items that were used, created, or controlled by PGS during the term of this Contract, unless Client request in writing that they be returned.
5. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The inability to deliver the Services in the time and manner provided for in this Contract, unless the inability was due to the fault of the Client (e.g., missing supporting documents, no access to accounting software, no response to suspense accounts/pending items, etc.).
6. REMEDIES. In addition to all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have ten days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time shall result in the automatic termination of this Contract.
7. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control, and if the party is unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
8. DISPUTE RESOLUTION. Any dispute of any kind arising under this agreement shall be resolved through binding arbitration pursuant to the JAMS Streamlined Arbitration Rules and Procedures on an individual basis with no class relief. The arbitration shall occur in Maricopa County, AZ. The arbitrator shall be a retired judge or justice of any state or federal court and shall follow California substantive law in adjudicating the dispute, except that this Section shall be construed as a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). The parties agree that this Section satisfies the “writing” requirement of the FAA. You shall have the choice as to whether the hearing is conducted in person, by telephone, or instead the arbitrator may decide the dispute without a hearing. The prevailing party in any action shall be entitled to recover attorney’s fees and costs.
9. LIMITATION OF LIABILITY. The client agrees, to the fullest extent permitted by law, to limit the liability of the accounting firm to the client for all claims, losses, costs, and damages of any nature whatsoever, so that the total aggregate liability of the accounting firm to the client shall not exceed the accounting firm's total fees for services rendered under this agreement. The client and the accounting firm intend and agree that the limitation apply to all liability or cause of action against the accounting firm, however alleged or arising, unless otherwise prohibited by law. Both parties agree that there is a one-year limitation period to bring a claim against us for errors and omission and the one-year period will begin upon the date of the tax professional's signature on the tax returns covered by this engagement letter. Arizona law will control our agreement and services, without concern for any conflicts of law rules of any other states.
10. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
11. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
12. AMENDMENT. This Contract may only be modified or amended in writing by mutual agreement between the parties.
13. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by electronic mail or certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.
15. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
16. HOLD HARMLESS AGREEMENT. Existing and prospective clients agree to release and hold harmless PGS, its officers, directors, owners, employees, and agents from all adverse consequences resulting from any of their actions or omissions that are independent of their receipt of personalized individual advice from PGS.
Agreed to by their authorized representatives as of the effective date on this agreement:
Client:
Service Provider: ProGrowth Solutions LLC.
Note: If paying by credit card, please proceed to the next page to complete the Credit Card Payment Authorization Form. If you choose to pay by ACH or check, you can ignore the form.