Last updated: March 2022



*BOOKKEEPING AND ACCOUNTING SERVICES AGREEMENT*

This Bookkeeping and Accounting Services Agreement (the “Agreement”) is by and between Reconciled It, Inc., dba Reconciled a Vermont Corporation located at 1 Lawson Lane Suite 340, Burlington, VT 05401 (“Reconciled”) and the customer, as identified by execution of this purchase (the “Client”).

*Background*

Reconciled provides bookkeeping and accounting services for entrepreneurs and businesses. The Client desires to engage Reconciled to provide these Services, and Reconciled desires to render to the Client, the Services (as defined in the “Proposal”, also referenced as “Exhibit A”) on the terms and conditions set forth herein.

*NOW, THEREFORE,*

    In consideration of the foregoing and the mutual covenants and agreements herein set forth, the parties hereby agree as follows:

Section 1.  Description of Services. Reconciled shall perform the services described in the proposal, quote, or statement of work of this Agreement (the “Services”). Reconciled shall perform the Services in a professional and workmanlike manner in accordance with applicable federal and state law.

Section 2.  Term. The term of this Agreement shall commence on the date of purchase and shall continue for a period of twelve months or when terminated in accordance with Section 6. The term shall renew automatically at the end of each term for a period equal to the initial term unless terminated in accordance with Section 6.

Section 3.  Fees; Payment. 

(a)  The Client agrees to pay a monthly fee (the “Service Fee”). Service Fees shall be charged and paid on a monthly basis starting on the proposed commencement date, and recurring monthly until terminated. 

(b)  Ad-hoc services outside of proposed monthly services covered by the Service Fee may be billed in addition to the Service Fee or charged automatically using the client’s payment information on file. Hourly work statements can be provided on request of the client. A deposit may be required before the beginning/completion of hourly work

(c)  Hourly and ad-hoc services fall under the following rates and may be updated at any time:

Hourly Accounting Process/Software Training

Charged Hourly @ $150.00

• Hourly cloud accounting software or process and systems training
• Available to client on request of support

Hourly CFO Services

Charged Hourly @ $279.00

• Accounting and financial consulting services (“CFO Services”)
• Guidance on overall strategic financial direction
• Monthly & quarterly financial reports, including standard financial statements and projections
• Regularly attend (via phone or video conference) management team meetings as agreed upon
• Support to the accounting staff
• Available on client request

Hourly Out of Scope/Cleanup & Reconciliation

Priced from $100.00 to $150.00

• Cleanup & Reconciliation of transactions before starting month of contract
• Cleanup is not guaranteed to be completed before the start date of contract, and we cannot guarantee that cleanup can be completed before any other deadline. We make our best effort to complete cleanup work quickly, and meet the needs of our clients. If client requests cleanup to be completed before we would typically be able to complete, expedited rate may apply
• “Out of scope” defined as services not considered standard in relationship to the line items of the proposal – Reconciled to notify client via email before performing “Out of Scope” work
• Billed at $100/hr for standard out-of-scope/cleanup, and up to $150 if work needs to be expedited
• Invoiced monthly and due upon receipt

Hourly Sales Tax and 1099 Preparation

Charged Hourly @ $100.00

• Preparation of 1099s on clients behalf
• Service at $100 hourly rate plus additional charge of $3 per 1099
• Hourly Sales Tax filings through state online portal completed at hourly rate
• Available on customer request

(d)  Reconciled reserves the right to increase subscription dues (Service Fees) annually for any reason. Standard inflationary increases of 3-7% are typical.

Section 4.  Accuracy of Information Provided. Reconciled shall not be responsible for auditing the accuracy of financial, sales, or other figures provided by the Client unless otherwise provided within the Engagement Letter. The Client shall be responsible for ensuring the accuracy of all information provided to Reconciled. Reconciled disclaims any and all responsibility for any damages or claims against the Client arising from liability arising from damages or claims against the Client arising from the inaccuracy of financial or other information provided to Reconciled. 

Section 5.  Confidentiality.

( a)  Reconciled agrees not to divulge, reveal, report, or use, for any purpose, any information received from the Client or otherwise made available to Reconciled (the “Confidential Information”). Reconciled shall use commercially reasonable measures to protect and safeguard the Confidential Information. 

( b)  The obligation to protect the Confidential Information will survive the termination of this Agreement and will continue indefinitely from the date of termination of this Agreement. 

( c)  Notwithstanding the foregoing, Reconciled may disclose the Confidential Information: (i) upon receipt of the Client’s written consent; and (ii) to the extent required by law or by the requestor requirement of any judicial, legislative, administrative, or other governmental body. However, Reconciled will first have given prompt notice to the Client of any possible or prospective order (or proceeding pursuant to which any order may result), and the Client will have been afforded a reasonable opportunity to prevent or limit any disclosure.

(d)  Reconciled agrees to return all documents, papers, memoranda, and other matters of the Client which in any way related to the Confidential Information upon termination of this Agreement.

Section 6.  Termination. 

(a)  Either party may terminate this Agreement by giving the other party written notice of termination if:

(i)  the other party commits a breach of or default under this Agreement and fails to cure such breach or default within ten (10) days after receipt of written notice of the breach or default; or 

(ii)  any proceeding, plan, or other action for the bankruptcy, rearrangement, reorganization, insolvency, dissolution, or liquidation of the other party is filed, adopted, commenced, or threatened.

(b)  Either party may terminate this Agreement within thirty (30) days of the term and upon thirty (30) days written notice to the other party. Reconciled is not obligated to return any of the fees or charges before or after the termination notice and prior to the end of the 30-day term. 

Any charges prior to the end of the term may be held by Reconciled regardless of actual services rendered.

Section 7.  Non-Solicitation of Employees and Resources. The Client agrees that during the term of this Agreement and for a period of one (1) year following termination or expiration of this Agreement, the Client will not, directly or indirectly solicit, induce, recruit or encourage any of Reconciled’s employees or contractor resources to leave their employment, or take away such employees or contractors, or attempt to solicit, induce, recruit, encourage, take away or hire employees or contractors of Reconciled, either for the Client or for any other person or entity. Employees also include Reconciled’s independent contractors that have a contractual agreement with Reconciled for accounting and financial related services. If the Client breaches the covenant set forth in this Section 7, the Client shall be liable to Reconciled for liquidated damages equal to 50% of the annual salary or annual total compensation of the employee or employees who were solicited, induced, recruited, or employed in violation of this Section 7. The parties agree that Reconciled’s actual money damages upon breach of this Section 7 would be difficult or impossible to compute, and further agree that the liquidated damages formula provided herein reasonably represents a reasonable estimate of Reconciled’s actual money damages. The Client shall pay the liquidated damages required hereunder within ten (10) days of the date Reconciled makes written demand for such payment. Nothing herein shall preclude Reconciled from enforcing any other legal or equitable remedies it may have upon the Client’s breach, including injunctive relief. Such other remedies may be enforced in addition to the Reconciled’s right to liquidated damages under this Section 7.

Section 8.  Assignment. The Client shall not assign this Agreement without the prior written consent of Reconciled and any attempted assignment in violation of the foregoing shall be null and void. Reconciled may assign this Agreement upon written notice to the Client. Subject to the foregoing, all of the provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties to this Agreement and their respective heirs, legal representatives, successors, and assigns.

Section 9.  Notices. All notices, requests, demands, claims, and other communications (a “Notice”) hereunder shall be in writing, addressed to the intended recipient as set forth below:

If to Reconciled:   

Reconciled IT

1 Lawson Lane Suite 340

Burlington, VT 05401

If to the Client:

Client email provided upon purchase or to such other person, address, or number as the party entitled to such Notice shall have specified by notice to the other party given in accordance with the provisions of this Section 9. 

Any such notice shall be deemed duly given on the earliest of: (a) when delivered personally to the recipient; (b) one (1) business day after being sent to the recipient by reputable overnight courier services (charges prepaid); (c) one (1) business day after being sent to the recipient by electronic mail; or (d) four (4) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

Section 10.  Relationship of the Parties. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties hereto or constitute or be deemed to constitute any party the agent or employee of the other party for any purpose whatsoever and neither party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way or for any purpose. 

Section 11.   Arbitration. Except as set forth in Section 7, any dispute, controversy, or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof shall, upon the request of either party, be submitted to, and settled by, arbitration before a single arbitrator in Burlington, Vermont. The arbitration shall proceed pursuant to and in accordance with the provisions of this Section 11 and otherwise pursuant to and in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association (or at any other place or under any other form of arbitration mutually acceptable to the parties so involved). Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the appropriate court of any forum, state or federal, having jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration or as otherwise determined by the arbitrator to be more just and equitable under all the circumstances. Each party shall pay for and bear the cost of its own experts, evidence, and counsels’ fees except to the extent, if at all, the arbitrator determines that it is more just and equitable under all the facts and circumstances that one party reimburse the other, in whole or in part, for the cost of the other party’s experts, evidence and/or counsel fees; provided, however, that if either party fails to proceed with the arbitration as provided herein or unsuccessfully seeks to stay such arbitration, or fails to comply with an arbitration award, the other party shall be entitled to be awarded costs, including reasonable attorneys’ fees, paid or incurred by such other party in successfully compelling such arbitration and/or successfully defending or enforcing the award. 

Section 12.  Entire Agreement; Amendment. This Agreement, including any exhibits, schedules, and attachments, supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter, and there are no covenants, promises, agreements, conditions or understandings, written or oral, except as herein set forth. This Agreement may not be amended, waived, or modified except by an instrument in writing executed by the party against whom such amendment, waiver, or modification is to be enforced. 

Section 13.  Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without giving effect to principles of conflict of laws that would require the application of any other law.

Section 14.  Severability. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

ACKNOWLEDGMENT OF ARBITRATION. This Agreement contains an agreement to arbitrate. After signing this document or signing up for Reconciled services, each party understands that it will not be able to bring a lawsuit concerning any dispute that may arise which is covered by the arbitration agreement unless it involves a question of constitutional or civil rights. Instead, the parties agree to submit any such dispute to an impartial arbitrator.         

Contact Us

If you have any questions about these Terms, please contact us.