Terms of Service
Introduction
This Terms of Service Agreement (“Agreement”) apply to anyone using www.betterbookkeeping.com, related websites, or services provided by Better Bookkeeping (BBK), which is operated by Project Abacus, LLC, a Texas limited liability company. By using the website or services, you or your Company (“You” or “User”) agree to these terms. If you act on behalf of a business, you confirm you are authorized to bind the business to this agreement. By using the Website and/or Services, You acknowledge and agree to be bound by these terms. If you do not agree to these terms, you are not authorized to use the Website or Services.
1. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH BBK. By Your continued use of the Services and website, User and BBK each hereby (x) expressly waives any right to a trial by jury in any action or proceeding to enforce or defend any right, power or remedy under or in connection with this Agreement or arising from any relationship existing in connection with this Agreement, and (y) agrees that any such action shall be resolved by arbitration. If User has a dispute with BBK, BBK will first seek to resolve such a dispute through negotiation.
All disputes arising under or relating to this Agreement, and all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal Law, not the Law of conflicts, of the State of Texas. In addition, each Party hereby agrees that (i) any and all disputes arising out of this Agreement shall be arbitrated pursuant to this clause and that any court proceedings related to such arbitration shall be conducted only in state courts located in Harris County, Texas and (ii) such courts shall have the exclusive jurisdiction to hear and decide such matters.
Any arbitration shall be final and binding and conducted in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration by a single neutral arbitrator. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof as provided in this Section 1. Any Party may commence the arbitration process by submitting a written demand for arbitration to the other Parties and otherwise complying with the rules of the International Institute for Conflict Prevention and Resolution; provided, however, that any Party may, without inconsistency with this arbitration provision, apply to any court in accordance with this Section 1 and seek emergency injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Any arbitration to be conducted pursuant to this Section 1 will be conducted in Houston, Texas by one arbitrator. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction; provided, however, no punitive damages shall be awarded. The arbitrator shall have the power to award fees and expenses of such arbitration as he or she deems fair and equitable based on the claims made, the Parties’ conduct in the arbitration process, and the outcome of the arbitration. The provisions of this Section 1 may be enforced by any court of competent jurisdiction, and the Parties seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by the Party (or Parties) against whom enforcement is ordered. The Parties agree that this Section 1 has been included to rapidly and inexpensively resolve any disputes between them with respect to the matters described herein, and that this Section 1 shall be grounds for dismissal of any court action with respect to a dispute arising out of such matters. The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by applicable Law.
NOTICE: BOTH USER AND BBK AGREE TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS AGREEMENT, BOTH CUSTOMER AND BBK ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW. BOTH USER AND BBK CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
2. Scope of Services
Better Bookkeeping provides software-based financial tools and services, including but not limited to:
- Bookkeeping Services: Implementation and management of the Better Bookkeeping online system and add-ons; managing bank feeds; monthly reconciliations; quarterly and year-end financial reports; 401(k) benefits monitoring; phone support for company personnel.
- Tax Services: Preparation and filing of federal and state tax returns; tax estimates; and ongoing tax consulting services.
- Future Services: Development of new products or services.
Your specific services shall be set forth in your Engagement Letter, which you will sign during onboarding.
Services Not Included: BBK does not classify new transactions without your input, audit financial records, or provide legal services. Services outside the scope of your Engagement Letter will be performed only at an agreed-upon additional cost to be determined through negotiations between BBK and You and memorialized in a written engagement letter or engagement letter amendment.
3. Client Responsibilities
You agree to:
- Timely Information: Provide complete, accurate, and timely information needed for us to perform our services.
- Notification of Changes: Notify us promptly of any changes that may impact the services provided.
- Data Security: Ensure the security of your data when it is in your possession.
- Error Notification: Promptly notify BBK of any errors in the Services so BBK can investigate. BBK does not guarantee correction but will make commercially reasonable efforts to address issues.
4. Account Access and User Conduct
- Login Credentials: You may share login credentials only with authorized personnel directly employed or engaged by you. Unauthorized sharing or misuse of credentials is prohibited. Users provide BBK with its own accountants or administrator’s login credentials to access User’s systems.
- Prohibited Activities: Users must not engage in unauthorized access, reverse engineering, spamming, IP infringement, anti-competitive behavior, or any other unlawful activity.
- Monitoring Calls: BBK may monitor and record support-related and other calls for training, compliance, and quality assurance purposes.
5. Payment Terms
- Fees: Your fixed fee for services provided is set out in your Engagement Letter.
- Payment Schedule: Fees will be invoiced monthly and are due on the schedule set forth in your Engagement Letter.
- Late Payments: A late fee of [X]% will be applied for payments not received by the due date.
- ACH Authorization: By providing BBK with bank account details, you authorize BBK to initiate debit transactions for fees owed on the schedule provided by this Agreement or your engagement letter.
- Amendments: Payment terms and fees may be adjusted by mutual agreement and documented via an amendment to your engagement letter.
6. Data Security and Confidentiality
- Data Protection: BBK employs industry-standard encryption, access controls, and secure data storage.
- Third-Party Disclosures: BBK may share your data with third-party contractors or cloud-based services solely for service performance under stringent confidentiality agreements.
- Confidential Information: Both parties may disclose Confidential Information during this Agreement for service performance or related purposes. Confidential Information remains the property of the disclosing party. Each party agrees to protect this information with the same care it uses for its own sensitive information and to share it only with employees or agents who need access to fulfill its duties under this Agreement and/or the engagement letter. Except as required for the services or with prior written consent, neither party will disclose the other’s Confidential Information to third parties. These obligations survive the termination of this Agreement. User data is considered User Confidential Information, and BBK data is considered BBK Confidential Information.
7. Indemnification
You agree to indemnify and hold harmless BBK, its employees, agents, managers, officers, and affiliates against any claims, damages, or losses arising from:
- Breach of this Agreement.
- Misuse of services or data.
- Violations of applicable laws.
- Breaches by You of third-party agreements.
- Data breaches caused by third-parties.
8. Limitation of Liability
- Liability Cap: BBK’s liability for any claim whatsoever is limited to the total amount of fees paid for services in the preceding three months.
- Indirect Damages: Notwithstanding anything to the contrary in this agreement or any applicable law or contract, BBK shall not be liable for indirect, incidental, consequential, or punitive damages.
9. Termination
- Termination by Either Party: This Agreement may be terminated by either party with [X] days’ written notice.
- Obligations Post-Termination: Any fees accrued before termination remain due, and BBK will provide final documentation to close the engagement. Confidential information must be returned or destroyed within 30 days of termination.
10. Force Majeure
Neither party will be liable for delays or failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, war, strikes, and pandemics.
11. Intellectual Property Rights
- Ownership: BBK retains ownership of all proprietary tools, templates, and software.
- User License: You are granted a limited, non-exclusive license to access and utilize BBK’s services.
12. Amendments and Updates
BBK reserves the right to update this Agreement through posting updates and revisions on its website. Continued use of the website or services constitutes acceptance of such changes.
13. Entire Agreement
This document constitutes the complete understanding between both parties and supersedes all prior communications, agreements, or understandings.
14. Glossary
Key terms used in this Agreement include:
- Account: User’s access portal for BBK services.
- ACH: Automated Clearing House payment transactions.
- Confidential Information: Proprietary data of either party.
- Fees: Charges for services as set forth in the Engagement Letter.
- Force Majeure: Events beyond reasonable control preventing performance.
- User Data: Non-public, identifiable information provided by the User.
- Login Credentials: You may share login credentials only with authorized personnel directly employed or engaged by you. Unauthorized sharing or misuse of credentials is prohibited. Users provide BBK with its own accountants or administrator’s login credentials to access User’s systems.
- Prohibited Activities: Users must not engage in unauthorized access, reverse engineering, spamming, IP infringement, anti-competitive behavior, or any other unlawful activity.
- Monitoring Calls: BBK may monitor and record support-related and other calls for training, compliance, and quality assurance purposes.
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