Client Services Agreement

This Client Services Agreement (the “Agreement”) is between BooksCure LLC (1501 Woodfield Rd Ste 115W, Schaumburg, IL 60173, United States), which operates BooksCure (“BooksCure,” “we,” “us,” or “our”), and the client that subscribes to our services (“you” or “Client”). It governs the services you order, whether through an online order, a written proposal, or an order form (each, an “Order”). By placing an Order, creating an account, or using the Services, you agree to this Agreement.

Important: BooksCure is a financial back-office service, not a public accounting firm. We do not provide, and this Agreement does not cover, any services that require a license to practice public accountancy, including audits, attestation, or assurance engagements. Tax preparation and filing are performed by qualified preparers (such as PTIN-holders or enrolled agents). Nothing here creates an attorney-client, CPA, or fiduciary relationship.

1. Services

We will provide the services described in your Order, which may include bookkeeping, catch-up bookkeeping, tax preparation and filing, controller services, outsourced CFO support, and payroll (collectively, the “Services”). The specific scope, plan, and deliverables are set by your Order and the plan you select.

Your responsibilities

You agree to give us timely, accurate, and complete access to the financial information, accounts, documents, and software we need to perform the Services, and to keep that information current. You are responsible for the accuracy and completeness of the information you provide, for reviewing our work product, and for management decisions, including approving transactions, filings, and reports. Where we act as your bookkeeping or accounting provider, you agree not to engage another provider for the same scope without telling us, as overlapping work can create errors.

What is not included

The Services do not include audit, review, attestation, or assurance services; legal advice; investment advice; or any service requiring a license we do not hold. We do not guarantee any particular tax outcome, refund, or that a return will not be examined by a taxing authority.

Modifications and trials

We may improve or modify the Services from time to time. If we offer a free trial or complimentary books review, we may stop or change it at any time, and any work delivered during a trial is provided without warranty.

2. Technology and Data

We provide the Services through our platform and through third-party software such as QuickBooks Online, Xero, and payroll and payment providers. You are responsible for keeping your login credentials secure and for the actions taken under your accounts. You authorize us to access your connected accounts to perform the Services.

You retain ownership of the data and materials you provide (“Client Data”). You grant us a license to use Client Data to provide, maintain, and improve the Services, including using aggregated and de-identified data that does not identify you. We may use service providers and automated tools, including AI-assisted tools, to help perform the Services; we remain responsible for the Services delivered to you. We own the platform, software, templates, and know-how used to deliver the Services. If you send us feedback, we may use it without obligation to you.

3. Confidentiality

Each party may receive confidential information of the other. Confidential information means non-public information disclosed by one party that a reasonable person would understand to be confidential, including Client Data and our non-public business and technical information. Each party agrees to use the other’s confidential information only to perform this Agreement and to protect it with reasonable care. A party may disclose confidential information if required by law, provided it gives reasonable notice where permitted. These obligations do not apply to information that is public through no fault of the receiving party, already known to it, or independently developed.

4. Fees and Payment

You agree to pay the fees for your plan as stated in your Order. Unless stated otherwise, fees are billed in advance on a recurring basis. We may change fees or scope with at least 30 days’ notice; the change applies to your next renewal or billing period. You authorize us (and our payment processors) to charge your payment method on file, including by ACH or credit card, for all amounts due.

Except as required by law or as expressly stated in our Refund & Cancellation Policy, fees are non-refundable. Past-due amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and you are responsible for reasonable costs of collection, including legal fees.

5. Term and Termination

This Agreement begins when you place your first Order and continues for the term stated in your Order. Unless your Order says otherwise, subscriptions renew automatically for successive periods unless you cancel before the end of the then-current period, as described in our Refund & Cancellation Policy.

Either party may terminate for material breach if the breach is not cured within 30 days of written notice. On termination, your right to use the Services ends. For a reasonable period after termination, we will make your Client Data available for export; after that period we may delete it in the ordinary course, subject to legal retention requirements. Termination does not relieve you of fees owed for Services already provided.

6. Non-Solicitation of Personnel

While this Agreement is in effect and for one year afterward, you agree not to solicit for employment or engagement any BooksCure employee or contractor who provided Services to you, without our prior written consent. Because actual damages would be difficult to calculate, you agree that a reasonable estimate of damages for each such person is $25,000, as liquidated damages and not a penalty.

7. Using the Services on Behalf of Others

If you use the Services for or on behalf of another person or entity, you represent that you are authorized to do so and to bind that person or entity to this Agreement, and you remain responsible for compliance with this Agreement.

8. Warranty Disclaimer

Except as expressly stated in this Agreement, the Services are provided “AS IS” and “AS AVAILABLE.” To the fullest extent permitted by law, BooksCure LLC disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free.

9. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. Except for your payment obligations and either party’s breach of its confidentiality obligations, each party’s total liability arising out of or related to this Agreement will not exceed the fees you paid to us for the Services in the 12 months before the event giving rise to the claim.

10. Indemnification

You agree to defend and indemnify BooksCure LLCand its personnel against third-party claims, damages, and reasonable costs arising from Client Data, your use of the Services in violation of this Agreement, or your violation of law or the rights of a third party. We agree to defend and indemnify you against third-party claims that the platform we provide infringes that third party’s intellectual property rights, excluding claims arising from Client Data or third-party software.

11. Disputes; Arbitration; Class-Action Waiver

The parties will first try in good faith to resolve any dispute informally. If they cannot, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered under the rules of a recognized arbitration body, seated in the State of Illinois, rather than in court, except that either party may seek injunctive relief in court to protect its intellectual property or confidential information. You may opt out of this arbitration provision by sending written notice to [email protected] within 30 days of first accepting this Agreement.

Class-action waiver. Disputes will be resolved on an individual basis. To the extent permitted by law, you and BooksCure waive any right to bring or participate in a class, collective, or representative action.

12. Miscellaneous

We may update this Agreement from time to time; material changes take effect for your next renewal, and your continued use of the Services after the effective date means you accept the updated terms. This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-laws rules. If any provision is found unenforceable, the rest remains in effect. You may not assign this Agreement without our consent; we may assign it in connection with a merger, acquisition, or sale of assets. The parties are independent contractors, and nothing creates a partnership, joint venture, or agency. Notices may be sent electronically, including to the email associated with your account. Neither party is liable for delays or failures caused by events beyond its reasonable control. This Agreement, together with your Order and the policies referenced here, is the entire agreement between the parties on its subject matter.

13. Definitions

“Agreement” means this Client Services Agreement together with each Order and the policies referenced in it. “Client Data” means the financial and business information, documents, and materials you provide or make accessible to us. “Order” means the online order, proposal, or order form describing the plan, scope, and fees. “Services” means the bookkeeping, tax, payroll, controller, CFO, and related services described in your Order.

Questions about this Agreement? Contact us at [email protected] or BooksCure LLC, 1501 Woodfield Rd Ste 115W, Schaumburg, IL 60173, United States.