Master Service Agreement
WELCOME TO SYNERGEANT!
This Master Service Agreement (this "MSA") is entered into between Prosperity Accounting Solutions, LLC DBA Synergeant ("The Firm", "The Construction CFO", "The Medical CFO", "we", "our", "us"), and customer ("You").
Any of the following actions constitutes Your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) registering for Services on Synergeant's webpage, ShareFile System, Zoho Connect, Receipt Bank, Bill.com, Quickbooks Online, Nexonia, or other softwares otherwise administered or governed by Synergeant, or (ii) ordering Service from Synergeant's personnel and providing them with Your credit card number or other billing information.
You agree to be bound by all of the terms and conditions of (i) this MSA and (ii) the following:
Synergeant's Schedules (as defined below).
SCOPE OF WORK
Scope of work is determined as outline per the Client's engagement letter upon engagement of services.
Error, fraud or theft
Our engagement does not include any procedures designed to discover errors, fraud or theft. Therefore, our engagement cannot be relied upon to disclose such matters.
This engagement does not include responding to inquiries by any governmental agency or tax authority. If your tax return is selected for examination or audit, you may requires that we assist you in responding to such inquiry. If you ask us to represent you, we will confirm this in a separate engagement letter and delineate how additional charges for this service will be calculated.
Responding to Subpoenas
All information you provide to us in connection with this engagement will be maintained by us on a strictly confidential basis. If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement and we are not prohibited from doing so by law or regulation, we agree to inform you of such summons or subpoena as soon as practical.
You may, within the same time frame permitted for our firm to respond to any request, initiate such legal action as you deem appropriate at your own expense to attempt to limit discovery. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request. If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel incurred in responding to such requests.
Responding to Outside Inquiries
We may receive requests for information in our possession arising out of this engagement. The requests may come from governmental agencies, courts, or other tribunals. If permitted, we may notify you of any request for information prior to responding. In certain proceeding, an accountant-client privilege may exist. You agree that we are not under any obligation to assert any privilege to protect the release of information. You may, prior to our response to any request, initiate legal action to prevent or limit our response. Unless you promptly initiate such action after we notify you at your last known address, as reflected in our files, we will release the information requested.
Synergeant reserves the right to change these terms and conditions at any time without prior notice. In the event that any changes are made, the revised terms and conditions shall be provided to the client immediately. The Client has 7 days to “opt-out” and must do so in writing within the stated time frame.
Receipt collection software is provided to the client at their “own risk”. Synergeant cannot guarantee the availability, reliability or security with regards to third party software.
Further, it is the Client’s responsibility to enforce the timely availability of receipts into the collection system. Timely is defined as within 7 business days of the first of the month for receipts applicable to the previous month.
Responsiveness and Cooperation
Both parties are entering this agreement in good faith herein described as an agreement to provide workpapers, documents, project listings, job costing details, statements, loan information, supporting documentation, receipts, and other documentation as requested and deemed necessary by Synergeant. Client agrees to be transparent and responsive and hereby agrees to provide documentation in the form of electrically transmitted files within 14 business days of document availability.
Client acknowledges that the Reporting Requirements and Deliverables schedule is dependent upon receiving documentation in a timely manner and will have a material impact to deliverability schedule and capability.
Reporting Requirements and Deliverables
Synergeant is committed, within a defined period of time to delivering reports and other deliverables. If delays, circumstantial or otherwise, are withstanding, Synergeant will make the client aware in writing.
Synergeant will make every effort to obtain and enter all information collected. However, in the event the Client is unable to provide supporting documentation within the defined time frames, Synergeant will produce management reports with all available data as reflected within the accounting system on the agreed upon delivery date.
Remaining items will be classified into general accounting classifications where necessary. These classifications may include, but not limit to, “Undeposited Funds”, “Uncategorized Expenses”, “Uncategorized Income”, “Other Expenses”, “Other Income”, “General Expenses”.
Client acknowledges that Synergeant employees require supporting documentation, details, communication and clarification of certain transactions to ensure accurate reporting. In the event these documents are not collected before the management reporting deadlines wherein general accounting classifications are used, hourly fees applicable to the assigned employee will apply to correctly identify and classify prior month transactions.
Failure to Participate
Due to the high cost of rework, follow-up, and requirements tracking, Synergeant reserves the right to terminate, without notice, clients who are deemed non-participant in the accounting and reporting process.
The client will have 14 days to respond to all requested documents and bring any outstanding items current to end offboarding process. In the event the offboarding process is completed, outstanding payments or contract terms will be subject as stated within Invoice Procedures and further continuation of the engagement may be subject to an initial setup fee.
In accordance with the Federal Trade commission rule, Privacy of Consumer Financial Information, we are required to inform you of our policy regarding privacy of client information.
Types of Nonpublic Personal Information We Collect
We collect nonpublic personal information about you that is provided to us by you or obtained by us from third parties with your authorization.
Parties to Whom We Disclose Information
For current and former clients, we do not disclose any nonpublic personal information obtained in the course of our practice except as required or permitted by law. Permitted disclosures include, for instance, providing information to our employees, and in limited situations, to unrelated third parties who need to know that information to assist us in providing services to you. In all such situations, we stress the confidential nature of information being shared.
Protecting the Confidentiality and Security of Current and Former Clients' Information
We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and, in some cases, to comply with professional guidelines. To guard your nonpublic professional information, we maintain physical, electronic and procedural safeguards that comply with our professional standards.
Electronic Data communication and Storage
In the interest of facilitating our services to your company, we may send data over the Internet, store electronic data via computer software applications hosted remotely on the Internet, or allow access of data via computer software applications hosted remotely on the Internet, or allow access of data through third-party vendors' secured portals or clouds. Electronic data that is confidential to your company may be transmitted or stored using these methods. We may use third-party service providers to store or transmit this data, such as providers of tax returns preparation software. In using these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and data access secure in accordance with our obligations under applicable laws and professional standards, and we require all of our third-party vendors to do the same.
You recognize and accept that we have no control over the unauthorized interception or breach of any communications or data once it has been sent or has been subject to unauthorized access, notwithstanding all reasonable security measures employed by us or our third-party vendors, and consent to our use of these electronic devices and applications during this engagement.
The firm may from time to time, and depending on the circumstances, use third-party service providers based in the United States in serving your account. We may share confidential information about you with these service providers, but remain committed to maintaining the confidentiality and security of your information.
Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality agreements with all service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others
In the event that we are unable to secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Furthermore, the firm will remain responsible for the work provided by any such third-party service providers.
We reserve the right to withdraw from this engagement without rendering services for any reason, if you fail to comply with the terms of this engagement letter, if you disagree with our recommendations regarding financial reporting presentation, or if we determine professional standards required our withdrawal for any other reason.
This agreement may be terminated by either party on thirty (30) days advance written notice effective as of the expiration of the notice period.
At the completion of our engagement, the original source documents will be returned to you. Workpapers and other documents created by us are our property. Such original workpapers will remain in our control, and copies are not to be distributed without our prior written consent.
If any portion of this agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms set forth in this engagement letter.
This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Texas, as such laws are applied to agreements entered into and to be performed entirely within Texas between Texas residents.
Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Texas, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgement of such federal or state courts located in Texas, such personal jurisdiction shall by nonexclusive.
Our professional fee for the services outlined above will be based upon the complexity of the work to be performed and our professional time to complete the work. Additionally, this fee is dependent on the availability, quality, and completeness of your records. You agree that you will deliver all records requested by our staff to complete this engagement on a timely basis.
In the event your records are not submitted in a timely manner or they are incomplete or unusable, we reserve the right to charge additional fees and expenses for the services required to correct the problem. If this occurs, we will contact you to discuss the matters and the anticipated delay in completing our engagement prior to rendering further services.
We will debit your account for our professional fees, expenses and out-of-pocket costs as of the date we deliver our work product to you on the original date services started of each month.
Company shall reimburse the firm for reasonable expenses incurred in connection with performance of services under this Agreement, provided that the expenses are approved in advance by the CEO of Company and the firm promptly provides documentation satisfactory to Company to support the firms's request for reimbursement.
Mileage reimbursement for travel by automobile shall be at the applicable legal rate established by the Internal Revenue Service.