Terms of Service Agreement
Last updated: 07/26/2024
This Ralph & Ralph, PC Terms of Service Agreement (these “terms”) governs your access to and use of our Services and Technology outlined and agreed to in your Engagement Letter or Contract.
If you agree to the Agreement on behalf of an entity, you represent that you are authorized to bind that entity; if you sign up for any Services without such authority, you agree that you are accepting the Agreement on your personal behalf.
Please read these terms carefully.
1. Services
1.1. Description: Ralph & Ralph, PC, provides outsourced accounting services.
1.2. Subscription Plan: Client shall select a subscription plan from the options provided by Ralph & Ralph. The plan details, including the pricing and featured services, are outlined on the Ralph & Ralph website or as otherwise provided by the Company.
1.3. We provide the Services at the direction and for the benefit of your management
We provide the Services at the request of, and under the direction of, your management. Your management is responsible for all management decisions and performing all management functions. We may act upon, and will not have liability for acting upon, instructions in any form (e.g., electronic, written, oral) so long as we reasonably believe that the instructions were actually given by you or on your behalf. You are responsible for the legality of your instructions to us.
1.4. We need and rely on information from you
Our provision of the Services requires that you provide us access to corporate, financial and related information, information technology systems or services, and/or input from you. You agree to timely provide all such information, access and input and reasonably cooperate with us in our provision of the Services. You agree to provide good faith assumptions and accurate and complete representations, information and data, and you agree that we may assume you have done so without further investigation or verification. You agree that late or insufficient information, access or input from you may cause delay in the performance of the Services, inability to provide the Services, or increase in the amount of our fees.
For the avoidance of doubt, if our performance of the Services is prevented or delayed by any act or omission by you or your agents, vendors, consultants, or employees, we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.
1.5. Modifications to the Services
You understand that we may modify, change and/or improve our Services. You agree that we may add or remove functionality or features, and that we may suspend or stop part of the Services altogether. Similarly, because some of our Services are provided by our personnel, we reserve the right to determine from time to time in our sole discretion the personnel assigned to provide the Services to you.
1.6. Third-Party Service Providers
Please note that we may perform any or all of our obligations hereunder through third-party service providers, some of which may be located outside of the United States. In such event, we will remain liable to you for any nonperformance of the Services outlined in the Engagement Letter or Contract by us caused by an act or omission of the applicable Service Provider.
1.7. Client Responsibilities
You are responsible for management decisions and functions, which include but are not limited to; adequate insurance coverage, calculation of amounts for employee payroll deductions for health insurance and, administration of pension eligibility, and verification of accounts payable amounts, and will designate a competent employee to oversee any services.
You are responsible for evaluating the adequacy and results of and accept responsibility for such services. You are responsible for establishing and maintaining internal controls, including monitoring ongoing activities. We will not audit or otherwise verify the data you submit, although we may ask for some clarification.
This engagement is limited solely to services as listed in your engagement letter or contract. Other services are available for additional charges covered under a separate engagement letter or contract. None of the services can be relied on to detect errors, fraud, or illegal acts that may exist. However, we will inform the appropriate level of management of any material errors that come to our attention and any fraud or illegal acts that come to our attention, unless they are clearly inconsequential.
In addition, we have no responsibility to identify and communicate significant deficiencies or material weaknesses in your internal control as part of this engagement. We have marked the frequency of the services that we expect to provide.
2. Technology and Data
We may communicate by facsimile transmission or send electronic mail over the internet. Such communications may include information that is confidential to you. While we will use our best efforts to keep such communications secure in accordance with our obligations under applicable laws and professional standards, you recognize and accept that we have no control over the unauthorized interception of these communications once they have been sent, and you consent to our use of these electronic devices.
2.1. Our Technology
To facilitate the provision of the Services, we may provide your designated users (each, a “User”) with access to and use of functionality of website(s), cloud software services, software tools, automated forms and other technologies that help us to perform the Services outlined in the Engagement Letter or Contract (collectively, “Our Technology”). You are responsible for: (a) the confidentiality of User access credentials that are in your possession or control; (b) setting up appropriate internal roles, permissions, policies and procedures for the safe and secure use of Our Technology, (c) your Users’ use of Our Technology; and (d) your Users’ compliance with the Engagement Letter and applicable laws. You must notify us promptly if you become aware, or reasonably suspect, that your account’s security has been compromised.
2.2. Data use
Ralph & Ralph will use Customer Data as described in the Engagement Letter or Contract and/or in the Ralph & Ralph Privacy Policy, as updated from time to time, and for the business purposes described therein. By engaging Ralph & Ralph for any Services, you expressly consent to such use, including the use of Customer Data in Third-Party Services required for the provision of our Services, and the sharing of Customer Data across various Services for which you subscribe.
2.3. Intellectual Property Rights
Subject to the limited rights expressly granted in the Engagement Letter, as between the parties you retain all rights, title and interest, including all Intellectual Property Rights, in and to Customer Data. You grant us and our subcontractors a limited license to use the Customer Data to provide, protect and improve the Services and to perform our rights and obligations under the Engagement Letter or Contract.
2.4. Third-Party Services
Our Services and/or Our Technology can transfer data from or to, or integrate with, Third-Party Services (e.g., your payroll software provider). We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any Third-Party Service, regardless of whether it is described as “required,” “recommended” or the like and regardless of whether the Third-Party Service is included in your Engagement Letter or Contract. You should review applicable terms and policies, including privacy and data gathering practices, and should make whatever investigation you feel necessary or appropriate before obtaining any Third-Party Service. You agree to (a) maintain all subscriptions to Third-Party Services that we require for the provision of the Services and Our Technology; (b) abide by the terms of your agreements for any Third-Party Services and indemnify us and hold us harmless from any claim related to a breach by you of any such agreement or from any instructions by you to us that would constitute a breach of any such agreement, (c) set up appropriate internal roles, permissions, policies and procedures for the safe and secure use of Third-Party Services, and (d) if we agree to procure Third-Party Services for you (for example, QuickBooks Online), reimburse us for such costs. We have no obligation to provide support for Third-Party Services.
2.5. Login Credentials
If you provide us with login credentials (for example, an account name or number, password, answers to security questions (collectively, “Login Credentials”)), you (a) give us permission and a limited power of attorney to use them to login to, or create an integration with, these other third-party websites and services and access, transfer, reformat, and manipulate your account on your behalf in performance of the Agreement; and (b) represent to us that you have the authority to give us this permission. You consent to our use of Login Credentials to provide the Services and perform our rights and obligations under the Engagement Letter or Contract. We will maintain Login Credentials in encrypted form, and we will only use them pursuant to the outlined Services or as otherwise directed by you.
3. Confidentiality
3.1. Confidential Information Defined
“Confidential Information” means information of one party (or its Affiliates) disclosed to the other party (“recipient”). Customer Data and Login Credentials are your Confidential Information. Confidential Information does not include information that (i) is known to the recipient without a confidentiality obligation prior to its disclosure to the recipient, (ii) is independently developed by the recipient without use of the other party’s Confidential Information, (iii) is rightfully shared with the recipient by a third party without confidentiality obligations, or (iv) was or becomes publicly known through no fault of the recipient.
3.2. Non-Use and Non-Disclosure Obligations
The recipient will (a) use the other party’s Confidential Information only to exercise rights and fulfill obligations under the Engagement Letter, and (b) use reasonable care to protect against unauthorized disclosure of the other party’s Confidential Information to any parties other than the recipient’s Delegates who need to know it and who have a legal obligation to keep it confidential. The recipient agrees to ensure that its Delegates are subject to the same or substantially similar non-disclosure and non-use obligations.
3.3. Third-Party Infrastructure
The Services and Our Technology operate over the internet via networks only part of which are within our control. Our obligations in Section 3.2 apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of Customer Data or other Confidential Information on a network or infrastructure outside of our control.
4. Fees and Payment
4.1. Payments
Payments for services to Ralph & Ralph, PC are either direct debited from a checking account (ACH) or charged directly to your credit card on file on a monthly basis, or other agreed upon term and frequency.
4.2. Failure to Pay
If the client fails to pay agreed upon fees, we reserves the right to discontinue services.
4.3. Failure to Communicate
If the client fails to communicate with or meet with the firm in a timely manner, we reserves the right to discontinue services. No refund will be issued.
4.5. Changes
Any changes to the services or pricing will be done in writing and agreed upon by both parties.
4.6. Payment Note
Ralph & Ralph will collect payment for the fees payable by you automatically via ACH or credit card. By authorizing us to use ACH, you agree to the NACHA Operating Rules that govern ACH payments. Fees are exclusive of taxes, which you’re responsible for if applicable. You authorize Ralph & Ralph, PC and/or its payment processor to initiate entries to your business bank checking account or credit card on file with Ralph & Ralph (using your provided address on file) in order to pay amounts that you owe to Ralph & Ralph, PC, and, if necessary, to initiate adjustments for any transactions credited or debited in error. We may immediately suspend provision of any or all Services if your account is past due with respect to the payment of fees for any Services or any other amounts owed by you to us. You agree to pay any fees for Services owed by your Affiliates. Except to the extent expressly set forth in this Agreement, all payments are non-refundable and non-creditable.
We reserve the right to request prepayment before starting the provision of any Services. In the case of nonpayment of any amount due and owed under the outlined services in the Engagement Letter or Contract, in addition to such unpaid amounts you will reimburse us for all costs and fees incurred to collect the unpaid amounts.
4.7. Fee and Scope Updates
From time to time, we may update our prices for the Services, or, as our Services evolve, we may change the scope of, or subscription model for, certain Services. If we increase your subscription fees (and/or any related fees, such as usage-based fees) and/or materially change the scope of subscription Services we provide to you, we will provide you with advance written notice of such increase or change at least 30 days prior to your next Renewal Period. If you do not terminate your subscription within such 30-day period, you agree that your continued use of the Services constitutes your agreement to pay, and your authorization for us to collect payment from you in accordance with Section 4.1 of, such increased or updated fees.
Updates to our hourly fees become effective immediately for future hourly Services. We will use commercially reasonable efforts to notify you of such updates prior to their effectiveness. You can find our current service and hourly fees here.
5. Term and Termination
5.1. Initial Term
The Engagement Letter or Contract is effective on the date signed or you otherwise agree to these terms (for example, by clicking through an online agreement) (the “Effective Date”). Your initial subscription term will begin at the Effective Date and continue, unless terminated earlier, for a minimum of 12 months from the Effective Date. Subscription terms for different types of Services may differ.
5.2. Automatic Renewal
Upon the end of the Initial Term and any Renewal Term, your subscription for the respective Services will automatically renew, without the need to execute a new Engagement Letter or other agreement, for the same duration (a “Renewal Term”) as the immediately preceding term of such Services, unless you give us non-renewal notice (via info [at] ralphcpa.com) or we give you notice to the email address associated with your account. Non-renewal notice must be provided at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.
5.3. Termination; Withdrawal
Either party may terminate the Agreement if the other party has materially breached the Agreement.
We may withdraw from providing any or all of the Services at any time by providing a Disengagement Letter to you via the email address we have on file. For the avoidance of doubt, you agree that we will not be obligated to issue a refund if our withdrawal is caused by your breach of this Agreement, Engagement Letter or Contract, including your failure to pay any fees when due or to timely provide information, systems access or input that we have reasonably requested for the provision of the Services.
You shall not have the right to terminate the contract prior to the agreed-upon term.
6. Personnel Non-Solicitation
We incur recruiting, training, education and other non-recoverable costs for the personnel assigned to provide the Services to you. We are willing to incur such costs in reliance on your promises in this Section. You agree not to solicit for hire, directly or indirectly, on behalf of yourself or for any third party, any then-current employee or contractor of ours who has been made known to you in connection with the Services (“Covered Personnel”) during the term of the Engagement and for one year thereafter. This Section does not prohibit you from soliciting or hiring any individual as a result of a general employment advertisement not specifically directed at Covered Personnel.
7. Limitation of liability
THE CONSIDERATION WHICH WE ARE CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY THE PROVIDER ENTITIES OF THE RISK OF YOUR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL WE BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF CUSTOMER DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR AMOUNTS DUE TO US UNDER THIS AGREEMENT AND INDEMNITY OBLIGATIONS SET FORTH IN SECTION 8 BELOW, THE MAXIMUM LIABILITY OF EITHER PARTY TO ANY PERSON, FIRM OR CORPORATION ARISING OUT OF OR IN THE CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, SHALL IN NO CASE EXCEED THE EQUIVALENT OF THE AMOUNT YOU PAID FOR THE NONCONFORMING SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM OR ONE HUNDRED US DOLLARS, WHICHEVER IS GREATER.
The parties acknowledge that the limitations set forth in this Section are integral to the amount of fees charged in connection with the provision of the Service and that, were we to assume any further liability other than as set forth herein, such fees would have to be set substantially higher. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
8. Indemnification
You shall defend, indemnify and hold harmless Ralph & Ralph, its employees, officers, directors, consultants, representatives and agents from and against all damages, losses, liabilities, claims, demands, actions, suits, judgments, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and/or our provision of the Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of the Agreement that injures any third party, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the Services or Our Technology, of any intellectual property or other right of any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to reasonably assist and cooperate with us in asserting any available defenses and/or defending any legal proceeding.