TERMS AND CONDITIONS

Introduction

These Terms and Conditions ("Agreement") govern the relationship between Quicken Accounting ("Contractor") and any client ("Client") engaging our services. By accessing or using our services, you agree to be bound by this Agreement.

Services Provided

Quicken Accounting provides a range of services, including but not limited to:

• Bookkeeping
• Accounting
• Financial forecasting and reporting
• Taxation services
• Human Resources (HR)
• Chief Financial Officer (CFO) services
All Services shall be detailed in a Statement of Work ("SOW") mutually agreed upon and attached to this Agreement.

Fees and Payment Terms

• Payment Structure: Client agrees to pay fees as outlined in the SOW. Payments are due upon receipt of invoice unless otherwise specified. A customer signing a contract will be considered, which will include payment terms agreed upon with the Client
• Taxes: Client is responsible for all applicable taxes, including sales tax, VAT, or any other government-imposed charges related to services provided.

Confidentiality

Both parties agree to maintain confidentiality regarding any proprietary information shared during the course of the business relationship. Confidential information includes business plans, financial data, client lists, and any other sensitive material.

Intellectual Property Rights

All intellectual property created in connection with the services provided shall be the exclusive property of Quicken Accounting unless otherwise agreed in writing. The Client agrees not to reproduce, distribute, or exploit any proprietary information without prior written consent from Quicken Accounting.

Limitation of Liability

• No Liability for Consequential Damages: Quicken Accounting shall not be liable for any indirect, incidental, or consequential damages arising from the use of our services.
• Liability Cap: The maximum liability of Quicken Accounting under this Agreement shall not exceed the total fees paid by the Client for the services rendered.

Indemnification

The Client agrees to indemnify and hold Quicken Accounting harmless from any claims, damages, losses, and expenses, including reasonable attorney fees, arising out of or related to:
• The Client's breach of this Agreement
• Any claim related to the accuracy or legality of information provided by the Client

Client Obligations

The Client agrees to:
• Provide accurate and complete information necessary for the Contractor to deliver services.
• Cooperate with the Contractor in a timely manner to facilitate the completion of services.
• Review all reports and documents provided by the Contractor and communicate any concerns promptly. .

Subcontracting

Quicken Accounting reserves the right to subcontract any portion of the services to qualified third parties. However, the Contractor shall remain responsible for the quality and integrity of the services rendered.

Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties agree to resolve the dispute through the following process:
• Negotiation: The parties will attempt to resolve the dispute amicably through direct negotiations.
• Mediation: If negotiations fail, the parties agree to mediate the dispute with a neutral third party before pursuing legal action.
• Arbitration: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in New York, NY.

Term and Termination

• Term: This Agreement will commence on the effective date and continue until terminated by either party.
• Termination: Either party may terminate this Agreement with 30 days' written notice. Upon termination, the Client will pay for all services rendered up to the termination date.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

Amendments

Any amendments to this Agreement must be in writing and signed by both parties. This ensures that all changes are documented and mutually accepted.

Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the subject matter herein and supersedes all prior agreements and understandings, whether written or oral.

Severability

If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect.