These Master Client Engagement Terms and Conditions govern the professional relationship between Buckeye Bookkeeping Services and each client that engages us to provide bookkeeping or related services. They are incorporated into every Engagement Summary we execute with a client.
These Master Client Engagement Terms and Conditions (“Terms”) govern the professional relationship between Buckeye Bookkeeping Services, an Ohio limited liability company (“Buckeye Bookkeeping Services,” “BBS,” “we,” “our,” or “us”), and each client (“Client” or “you”) that engages Buckeye Bookkeeping Services to provide bookkeeping or related services.
These Terms are incorporated into each Assessment Engagement Summary, Cleanup Engagement Summary, Ongoing Bookkeeping Engagement Summary, Change Order, or any other written engagement document executed by Buckeye Bookkeeping Services and Client (collectively, each an “Engagement Summary”). By executing an Engagement Summary, authorizing services electronically, or permitting Buckeye Bookkeeping Services to begin providing services, Client acknowledges that it has reviewed and agrees to be bound by these Terms.
These Terms are intended to create a long-term professional relationship between Buckeye Bookkeeping Services and its Clients. Rather than repeating the same contractual provisions in each engagement, these Terms establish the general business and legal conditions applicable to every Professional Service provided by Buckeye Bookkeeping Services. Each Engagement Summary supplements these Terms by identifying the particular services, fees, timing, and deliverables applicable to a specific engagement.
Buckeye Bookkeeping Services believes that successful bookkeeping relationships are built upon open communication, mutual trust, timely cooperation, and clearly defined expectations. These Terms are intended to establish those expectations while allowing each Engagement Summary to be concise, practical, and tailored to the Client’s specific needs.
Buckeye Bookkeeping Services provides bookkeeping, accounting support, and related financial services designed to help business owners maintain accurate financial records and make informed business decisions.
These Terms establish the general legal and business terms applicable to every engagement between Buckeye Bookkeeping Services and Client. The specific services, fees, payment terms, timelines, and deliverables applicable to a particular engagement are identified in the applicable Engagement Summary.
If any provision of an Engagement Summary conflicts with these Terms, the Engagement Summary shall control solely with respect to that specific engagement.
For purposes of these Terms:
“Affiliate” means any person or entity that directly or indirectly controls, is controlled by, or is under common control with Buckeye Bookkeeping Services. For purposes of this definition, “control” means the ownership of more than fifty percent (50%) of the voting interests of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through ownership, contract, or otherwise.
“Assessment Services” means the preliminary review of Client’s accounting records and financial systems to determine the condition of the books and recommend future services.
“Buckeye Bookkeeping Services” or “BBS” means Buckeye Bookkeeping Services, together with its owners, employees, independent contractors, and authorized representatives.
“Business Day” means any day other than a Saturday, Sunday, or legal holiday observed by the State of Ohio or the federal government on which commercial banks located in Columbus, Ohio are generally open for business. Unless otherwise expressly stated, any reference to a specified number of Business Days excludes the day on which the applicable event occurs and includes the last Business Day of the applicable period.
“Cleanup Services” means bookkeeping correction, organization, reconciliation, reconstruction, catch-up bookkeeping, chart of accounts modifications, and related project work.
“Client” means the individual or entity executing an Engagement Summary or otherwise authorizing Buckeye Bookkeeping Services to perform services.
“Confidential Information” means all non-public business, financial, operational, customer, employee, vendor, tax, accounting, banking, payroll, and other proprietary information provided by either party.
“Deliverables” means the specific reports, reconciliations, financial statements, recommendations, schedules, or other items that Buckeye Bookkeeping Services expressly agrees to provide to Client as identified in an applicable Engagement Summary.
“Effective Date” means the earliest of: (a) the date an applicable Engagement Summary is executed by both Buckeye Bookkeeping Services and Client; (b) the date Client electronically accepts or authorizes an Engagement Summary; or (c) the date Buckeye Bookkeeping Services first commences providing Professional Services at the request or with the authorization of Client.
“Engagement Summary” means any written agreement, proposal, order form, statement of work, engagement letter, or electronic authorization describing the services Buckeye Bookkeeping Services will provide.
“Ongoing Services” means recurring bookkeeping services performed on a weekly, monthly, quarterly, or other periodic basis.
“Professional Services” means bookkeeping, accounting support, consulting, advisory, implementation, cleanup, controller support, financial reporting, software assistance, and any other services described in an Engagement Summary.
“Third-Party Software” includes QuickBooks®, QuickBooks Online®, Gusto®, Bill.com®, Stripe®, payroll providers, banking platforms, cloud storage providers, document management systems, and any other software or online service utilized in connection with the engagement.
“Work Product” means all work papers, reports, financial statements, schedules, reconciliations, analyses, recommendations, spreadsheets, templates, forms, checklists, procedures, workflows, written communications, electronic files, presentations, and other materials or Deliverables created or developed by Buckeye Bookkeeping Services in connection with the Professional Services. Work Product does not include Client’s pre-existing books and records, source documents, or other materials owned by Client prior to the commencement of the engagement.
Buckeye Bookkeeping Services will provide the Professional Services described in the applicable Engagement Summary. Buckeye Bookkeeping Services shall determine the manner, means, sequencing, staffing, and methodology used to perform the Professional Services unless otherwise expressly stated in the applicable Engagement Summary.
Unless expressly stated otherwise in writing, Buckeye Bookkeeping Services does not undertake responsibility for services outside the agreed scope.
Additional services requested by Client may require a separate Engagement Summary, Change Order, or written authorization and may result in additional fees.
Buckeye Bookkeeping Services may utilize employees, contractors, Affiliates, consultants, or third-party service providers in performing services, provided that Buckeye Bookkeeping Services remains responsible for the supervision of such personnel and maintains appropriate confidentiality obligations.
The quality and timeliness of our Professional Services depend upon the Client’s prompt cooperation and the timely delivery of complete and accurate information. Delays in providing requested information may extend project timelines, increase fees, reduce the accuracy or usefulness of Deliverables, or require Buckeye Bookkeeping Services to suspend Professional Services until the requested information is received.
Accordingly, Client agrees to:
Provide complete, accurate, and timely financial information.
Provide requested bank statements, credit card statements, loan statements, payroll reports, invoices, receipts, and other requested records.
Notify Buckeye Bookkeeping Services promptly regarding new bank accounts, loans, credit cards, payroll providers, software changes, or significant business events affecting the accounting records.
Maintain all required software subscriptions unless otherwise agreed.
Maintain ownership and control of all financial accounts.
Maintain adequate backups of all electronic accounting records.
Review financial reports promptly upon receipt.
Review Deliverables within a reasonable time after receipt and promptly notify Buckeye Bookkeeping Services of any questions or suspected inaccuracies.
Notify Buckeye Bookkeeping Services of suspected errors or omissions within a reasonable time.
Designate one individual authorized to provide instructions and approvals on behalf of Client.
Cooperate fully with reasonable requests necessary to complete the engagement.
Buckeye Bookkeeping Services may rely upon information supplied by Client without independent verification.
Buckeye Bookkeeping Services is entitled to rely upon information provided by Client without independent verification.
Buckeye Bookkeeping Services is not responsible for errors resulting from:
incomplete information;
inaccurate information;
fraudulent information;
omitted information;
delayed information;
unauthorized transactions;
forged documents;
or information supplied by third parties upon whom Client has instructed Buckeye Bookkeeping Services to rely.
Client acknowledges that bookkeeping services are administrative in nature and are not intended to detect fraud, theft, embezzlement, or illegal activity.
Buckeye Bookkeeping Services has no obligation to audit Client’s books or investigate irregularities unless specifically engaged to perform such services.
Buckeye Bookkeeping Services will perform services using reasonable professional care consistent with generally accepted bookkeeping practices.
Client acknowledges that bookkeeping services are dependent upon the accuracy and completeness of information provided by Client. Buckeye Bookkeeping Services is entitled to rely upon information furnished by Client without investigating its completeness or accuracy unless expressly engaged to do so.
Buckeye Bookkeeping Services is not responsible for inaccuracies resulting from incomplete, inaccurate, misleading, untimely, or omitted information supplied by Client or third parties.
Unless specifically agreed in writing, Buckeye Bookkeeping Services does not provide:
Certified public accounting services
Audit services
Review engagements
Compilation engagements
Tax preparation
Tax planning
Legal advice
Investment advice
Business valuations
Fraud investigations
Internal control audits
Assurance services
Attestation services
Forensic accounting
Litigation support
Expert witness services
If Client requests assistance outside the agreed scope, Buckeye Bookkeeping Services may recommend an appropriate professional or provide such assistance only pursuant to a separate Engagement Summary.
Buckeye Bookkeeping Services makes no representation that its services satisfy requirements imposed by lenders, investors, governmental agencies, auditors, or taxing authorities unless specifically agreed in writing.
Buckeye Bookkeeping Services recognizes that Client’s financial information is highly confidential.
Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information solely for purposes of performing the engagement.
Confidential Information may be disclosed only:
to employees, Affiliates, or contractors having a legitimate need to know;
to professional advisors bound by confidentiality obligations;
to insurers;
to software providers necessary to perform the services;
when authorized in writing by Client; or
when required by law, subpoena, court order, or governmental authority.
Unless prohibited by law, Buckeye Bookkeeping Services will promptly notify Client of any legal demand for disclosure to allow Client an opportunity to object or seek appropriate protective relief.
The confidentiality obligations contained herein survive termination of the engagement.
Buckeye Bookkeeping Services maintains commercially reasonable administrative, physical, and technical safeguards intended to protect Client information.
Client acknowledges that no electronic storage system or method of internet transmission is completely secure.
While Buckeye Bookkeeping Services employs commercially reasonable safeguards, no electronic communication or storage system can guarantee absolute security against unauthorized access, cyberattack, malware, ransomware, phishing, data breach, or other security events beyond its reasonable control.
Client is responsible for maintaining the security of its own passwords, authentication credentials, and financial accounts. Client agrees not to transmit confidential information using unsecured methods when secure alternatives provided by Buckeye Bookkeeping Services are available.
Buckeye Bookkeeping Services believes that clear and predictable billing practices contribute to a successful working relationship. Client agrees to the following payment terms unless otherwise stated in the applicable Engagement Summary.
Fees are established in the applicable Engagement Summary.
Fees may consist of one or more of the following:
Flat fees
Fixed project fees
Monthly recurring fees
Hourly fees
Annual service fees
Filing fees
Government filing charges
Reimbursable expenses
Unless otherwise stated, all fees are quoted in United States Dollars.
Assessment Services are intended to evaluate Client’s accounting records and determine the scope of any recommended Cleanup Services or Ongoing Services.
Assessment fees are fully earned and non-refundable when the Assessment Services begin because Buckeye Bookkeeping Services immediately commits professional time and resources to the engagement.
Unless otherwise agreed in writing, Assessment fees are payable in full before work begins.
Cleanup Services are project-based engagements.
The Engagement Summary will identify either:
a fixed project fee;
an estimated project fee; or
hourly billing with an estimated range.
Client acknowledges that the condition of accounting records frequently cannot be determined until work has commenced.
If Buckeye Bookkeeping Services determines in good faith that additional work beyond the approved scope is necessary, Buckeye Bookkeeping Services will notify Client before performing material additional work requiring additional fees.
Unless otherwise stated in the Engagement Summary, Cleanup Services require payment before commencement of work.
Recurring bookkeeping and other recurring Professional Services are billed in advance on a monthly basis unless otherwise specified.
Monthly service fees are due on the first business day of each billing period.
Recurring fees are considered earned as services become available during the applicable service period.
To improve efficiency and maintain uninterrupted service, unless Buckeye Bookkeeping Services agrees otherwise in writing, all recurring bookkeeping engagements require enrollment in automatic ACH or automatic credit card payments. Client authorizes Buckeye Bookkeeping Services to retain payment information through its secure third-party payment processor.
Client authorizes Buckeye Bookkeeping Services to process recurring charges and any nsf fee, returned ach fee, credit card chargebacks, returned payment fee, administrative fee using the payment method designated by Client.
Client is responsible for maintaining current payment information.
If a payment method expires, is declined, or otherwise becomes unavailable, Client shall promptly provide updated payment information.
Buckeye Bookkeeping Services may suspend services until valid payment information has been received. Suspension does not stop invoices from accruing.
Invoices not paid when due may be subject to:
late payment charges;
interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by law;
collection costs;
reasonable attorneys’ fees incurred in collecting unpaid amounts.
Buckeye Bookkeeping Services may suspend or terminate services while invoices remain unpaid.
Client is responsible for all bank charges, returned payment fees, declined payment fees, or similar charges resulting from unsuccessful payment attempts.
Client is responsible for any sales tax, use tax, excise tax, or similar governmental charges applicable to the services provided, excluding taxes based upon Buckeye Bookkeeping Services’s income.
Professional engagements frequently evolve as additional information becomes available.
Client may request modifications to the scope of services at any time.
Buckeye Bookkeeping Services is under no obligation to perform additional services unless both parties agree upon the revised scope.
Scope modifications may be documented through:
a revised Engagement Summary;
a written Change Order;
an approved email confirmation;
an electronically executed amendment; or
another written authorization acceptable to Buckeye Bookkeeping Services.
Unless otherwise agreed, additional work shall be billed at Buckeye Bookkeeping Services’s then-current rates.
Client retains ownership of all original financial records, source documents, accounting records, and financial information supplied by Client. Client represents and warrants that it has the legal authority to provide Buckeye Bookkeeping Services with all records, information, and access credentials necessary to perform the Professional Services.
Buckeye Bookkeeping Services does not obtain ownership of Client’s accounting records by virtue of providing Professional Services.
Client remains solely responsible for maintaining complete copies of all financial records.
Buckeye Bookkeeping Services is not intended to serve as Client’s permanent document repository.
Buckeye Bookkeeping Services retains ownership of its proprietary templates, forms, checklists, methodologies, workflow processes, automation workflows, AI prompts, software customizations, training materials, work papers, and other proprietary materials developed independently of Client.
Upon payment in full of all outstanding invoices, Client receives a perpetual, non-exclusive license to use the Deliverables prepared specifically for Client’s internal business purposes.
Nothing contained herein transfers ownership of Buckeye Bookkeeping Services’s intellectual property.
Buckeye Bookkeeping Services may retain Client records, work papers, and electronic files for such period as Buckeye Bookkeeping Services determines appropriate in accordance with its document retention policies.
Unless otherwise required by law or agreed in writing, Buckeye Bookkeeping Services generally intends to retain engagement records for approximately seven (7) years following completion or termination of the engagement.
Following expiration of the retention period, Buckeye Bookkeeping Services may permanently delete or destroy records without further notice.
Client is encouraged to maintain independent copies of all financial records.
Client acknowledges that Buckeye Bookkeeping Services frequently utilizes third-party software platforms and service providers in performing Professional Services.
Such providers may include:
QuickBooks®
QuickBooks Online®
payroll providers
banks
payment processors
cloud storage providers
tax software
document management systems
communication platforms
other financial technology providers.
Buckeye Bookkeeping Services does not own or control these providers and makes no warranty regarding their availability, security, functionality, or continued operation.
Buckeye Bookkeeping Services shall not be responsible or liable for software updates, pricing changes, discontinued software, API failures, interruptions, outages, software defects, cyber incidents, data loss, or service failures attributable to third-party providers beyond Buckeye Bookkeeping Services’s reasonable control.
Client remains responsible for maintaining required software subscriptions, licenses, user credentials, and access permissions unless otherwise agreed.
Buckeye Bookkeeping Services provides professional bookkeeping and financial support services based upon the information available at the time services are performed. Many bookkeeping decisions require the exercise of professional judgment concerning account classifications, reporting methods, timing of transactions, and the interpretation of financial information.
Client acknowledges that all final business, financial, operational, tax, legal, banking, lending, and management decisions remain solely the responsibility of Client.
Client is solely responsible for determining whether to implement any recommendation made by Buckeye Bookkeeping Services and for management decisions made in reliance upon reports, recommendations, or other Deliverables prepared by Buckeye Bookkeeping Services.
Whenever Buckeye Bookkeeping Services identifies matters that may require legal, tax, accounting, investment, lending, insurance, or other specialized advice beyond the scope of the engagement, Client is encouraged to consult the appropriate licensed professional before taking action.
Except as expressly stated in these Terms or the applicable Engagement Summary, Buckeye Bookkeeping Services makes no warranties, express or implied.
Without limiting the foregoing, Buckeye Bookkeeping Services specifically disclaims any warranty regarding:
future profitability;
business success;
tax consequences;
lending approval;
financing availability;
compliance with loan covenants;
governmental compliance;
fraud detection;
financial statement accuracy resulting from inaccurate information supplied by Client;
uninterrupted software availability;
uninterrupted internet services;
uninterrupted access to third-party software platforms.
Bookkeeping services are intended to assist Client in maintaining organized accounting records and are not a substitute for management oversight, certified public accounting services, legal advice, or tax advice. Buckeye Bookkeeping Services does not guarantee that financial statements will satisfy lenders; that tax returns prepared by others will be accepted; or that Client’s business will comply with applicable tax laws or governmental requirements.
Buckeye Bookkeeping Services performs professional services intended to assist Client in maintaining accurate financial records. Client acknowledges that bookkeeping services involve professional judgment and are dependent upon information supplied by Client and third parties.
Accordingly, to the fullest extent permitted by applicable law, Buckeye Bookkeeping Services’s aggregate liability arising out of or relating to any engagement shall be limited to the greater of:
(a) $5,000.00; or
(b) the total amount of professional fees actually paid by Client to Buckeye Bookkeeping Services for the specific Engagement Summary giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to liability.
Under no circumstances shall Buckeye Bookkeeping Services be liable for:
lost profits;
loss of business opportunities;
loss of goodwill;
business interruption;
loss of anticipated savings;
punitive damages;
exemplary damages;
incidental damages;
indirect damages;
special damages; or
consequential damages,
regardless of the legal theory asserted, including contract, negligence, tort, strict liability, statute, equity, or otherwise, even if Buckeye Bookkeeping Services has been advised of the possibility of such damages.
Nothing contained herein shall limit liability for gross negligence, willful misconduct, or any liability that cannot legally be limited under applicable law.
Client agrees to defend, indemnify, and hold harmless Buckeye Bookkeeping Services and its owners, members, managers, employees, contractors, agents, successors, and assigns from and against any claims, demands, liabilities, damages, losses, judgments, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:
inaccurate, incomplete, misleading, or untimely information supplied by Client;
government audits, tax examinations, bank examinations resulting from Client information;
Client’s violation of applicable laws or regulations;
unauthorized transactions occurring within Client’s business;
misuse by Client of reports or Deliverables prepared by Buckeye Bookkeeping Services;
claims asserted by Client’s employees, vendors, customers, lenders, investors, or governmental authorities resulting from Client’s own acts or omissions; or
Client’s breach of these Terms.
This indemnification obligation survives termination of the engagement.
Buckeye Bookkeeping Services strives to maintain timely, accurate, and professional service for every Client. To accomplish that objective, Buckeye Bookkeeping Services reserves the right to suspend Professional Services whenever, in its reasonable judgment:
payment has not been timely received;
Client fails to provide requested information;
Client repeatedly misses agreed deadlines;
Client removes or restricts software access necessary to perform services;
continuation of services would violate applicable law or professional standards;
Buckeye Bookkeeping Services reasonably believes fraud, illegal activity, money laundering, or other unlawful conduct may be occurring;
Client becomes abusive, threatening, or engages in conduct that materially interferes with Buckeye Bookkeeping Services’s ability to perform services; or
Client otherwise materially breaches these Terms or the applicable Engagement Summary.
Suspension shall not relieve Client of responsibility for payment of services already performed.
Buckeye Bookkeeping Services shall have no liability for delays resulting from a suspension authorized under this Article.
Either party may terminate an engagement upon written notice to the other party.
Unless otherwise stated in the Engagement Summary, termination becomes effective upon receipt of the notice. Buckeye Bookkeeping Services may terminate an engagement immediately without prior notice if continued representation would violate law or ethics.
Upon termination:
all unpaid invoices immediately become due;
Buckeye Bookkeeping Services shall cease performing services;
Client shall promptly pay all earned but unpaid fees and reimbursable expenses;
Buckeye Bookkeeping Services may retain Client records until payment has been received in full, except to the extent prohibited by applicable law.
Termination shall not affect rights or obligations that accrued prior to termination.
The provisions regarding confidentiality, payment obligations, limitation of liability, indemnification, document retention, intellectual property, governing law, and dispute resolution survive termination.
Neither party shall be liable for delays or failure to perform caused by circumstances beyond its reasonable control, including but not limited to:
acts of God;
severe weather;
fire;
flood;
pandemic;
epidemic;
governmental action;
labor disputes;
internet outages;
utility failures;
cyberattacks;
ransomware;
acts of terrorism;
war;
civil unrest;
failures of third-party software providers; or
other events beyond the reasonable control of the affected party.
The affected party shall use commercially reasonable efforts to resume performance as soon as reasonably practicable.
No action arising out of these Terms or any Engagement Summary may be commenced more than two (2) years after the cause of action accrues, regardless of any longer statute of limitations that might otherwise apply, except where prohibited by applicable law.
Any notice required under these Terms shall be deemed given when:
personally delivered;
sent by nationally recognized overnight courier;
mailed by certified United States Mail, return receipt requested; or
transmitted electronically to the email address designated by the receiving party in the applicable Engagement Summary.
Electronic communications regarding routine engagement matters shall be deemed effective upon transmission unless the sender receives notice of non-delivery.
Client agrees to notify Buckeye Bookkeeping Services promptly of any changes to its mailing address, email address, telephone number, or primary contact person.
The parties intend to conduct business efficiently using electronic communications whenever practical.
Client consents to the use of:
email;
secure client portals;
electronic document exchange;
cloud-based collaboration platforms;
electronic invoices;
electronic payment systems; and
electronic signatures.
The parties agree that electronic signatures and electronically stored records shall have the same legal force and effect as original handwritten signatures under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), the Ohio Uniform Electronic Transactions Act, and other applicable law.
These Terms and every Engagement Summary shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its conflict-of-law principles.
The parties agree that any legal action arising out of these Terms or an Engagement Summary shall be brought exclusively in the state courts located in Delaware County, Ohio, or, if jurisdiction is proper, the United States District Court having jurisdiction over Delaware County.
Before commencing litigation, the parties agree to make a good-faith effort to resolve any dispute through direct discussions between individuals with authority to resolve the matter. If the parties cannot resolve the dispute through direct discussions, then the parties agree to mediate the dispute through mediation services administered by a mediator mutually selected by the parties or, if the parties cannot agree, by a mediator appointed through a recognized mediation service located in Delaware County, Ohio.
If litigation becomes necessary, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and litigation expenses to the extent permitted by applicable law.
These Terms, together with the applicable Engagement Summary, constitute the entire agreement between the parties concerning the services described therein and supersede all prior discussions, proposals, understandings, and agreements relating to those services.
No amendment or waiver shall be effective unless in writing and signed by both parties, except that Buckeye Bookkeeping Services may update these Master Terms and Conditions from time to time for future engagements by posting the revised version on its website. Revisions shall not materially alter the terms governing an existing Engagement Summary unless Client expressly agrees in writing.
These Terms and all Deliverables are intended solely for the benefit of Buckeye Bookkeeping Services and the Client. Nothing contained in these Terms creates any rights in favor of any third party, and no third party shall have any right to rely upon any Deliverable or Work Product prepared by Buckeye Bookkeeping Services without Buckeye Bookkeeping Services's prior written consent.
If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Neither party may assign its rights or obligations under these Terms without the prior written consent of the other, except that Buckeye Bookkeeping Services may assign these Terms to an Affiliate or in connection with a merger, acquisition, sale of substantially all of its assets, or other business reorganization.
The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other provision.
Article headings are included solely for convenience and shall not affect the interpretation of these Terms.
Words used in the singular include the plural, and vice versa, when the context so requires.
These Terms shall be interpreted fairly and not for or against either party based upon authorship.