Last Updated: 01/01/2024

This Engagement Letter (“Engagement Letter”) is made and entered into by and between Numbers and Company, LLC (“Company ”) and you (the “Client” or “you”) as of the date this Engagement Letter is executed or otherwise entered into by you in accordance with the terms herein by you (the “Effective Date”).  This Engagement Letter is incorporated into the Terms of Service Agreement available at ryandeldridge.com/legal-stuff (the “Agreement”). Capitalized terms used herein, but undefined will have the meaning given to such terms in the Agreement.
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BY REGISTERING FOR, USING, AND/OR RECEIVING THE BOOKKEEPING SERVICES, OR BY CLICKING THE “I ACCEPT” OR SIMILAR BUTTON, YOU AGREE TO THE TERMS OF THIS ENGAGEMENT LETTER.

1. Term

The duties and obligations of both the Client and Company  shall commence on the Effective Date and continue for a period of one (1) year thereafter (the “Initial Term”). Thereafter, this Engagement Letter will automatically renew for successive one (1) year periods (each, a “Renewal Term”, and together with the Initial Term, the “Term”), unless either party provides at least thirty (30) days’ notice prior to the end of the Initial Term, or Renewal Term, as applicable, of its intent to terminate this Engagement Letter. Notwithstanding the foregoing, Company  may require you to consent to an updated Engagement Letter in a specified manner prior to each Renewal Term before any Bookkeeping Services for the then-current Renewal Term may be provided. This Engagement Letter may be terminated by either party by giving a thirty (30) day written notice in accordance with the Agreement. Furthermore, either party may terminate this Engagement Letter for cause in the event the other party breaches any material term and fails to cure such breach within seven (7) days of the non-breaching party’s notice thereof.

2. Scope

Subject to the terms and conditions of the Agreement, including the payment of applicable fees, Company  agrees to provide the following bookkeeping services during the Term (“Bookkeeping Services”):
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One-time:
(1) Assessment of your business’ accounts to determine the right Company  Bookkeeping plan and amount of bookkeeping clean up that’s needed with respect to such accounts,
(2) Bookkeeping training and setup call to help you set up necessary tools (i.e. Quickbooks Online and Gusto) for your business

Ongoing:
(1) Going through your business credit card accounts, categorizing them, and reconciling your bank accounts and credit cards
(2) Closing your books and preparing your reports
(3) P&L, balance sheet, cash flow statements
(4) Payroll and balance sheet reconciliation
(5) Creating a standard chart of accounts

Additional:
(1) From time to time, the parties may agree to additional Bookkeeping Services, which shall be subject to the terms of this Engagement Letter, by executing a mutually agreed upon written (electronic acceptable) addendum that references this Engagement Letter.  Such additional services may be subject to additional fees.

3. Out of Scope

In no event will the Bookkeeping Service include, without limitation:

- Sending or paying your invoices
- Calculating taxes
- Processing payroll payments
- Fulfilling orders
- Bookkeeping services for your spouse or your spouse’s business

4. Client Obligations

Cooperation and Access to Information

The client acknowledges and agrees that Company  performance hereunder is conditioned upon Client’s performance of its obligations herein and reasonable cooperation.  The client agrees to provide Company  with any information and permissions reasonably requested by Company  in order to perform the Bookkeeping Services.  Without limitation, the Client will either (i) provide Company  with electronic transaction access to its bank accounts and credit card accounts, or (ii) provide Company  with its monthly statements related to its bank accounts and credit cards. Company  acknowledges information is the confidential information of Client and will use such information and/or access solely for the purpose of performing its obligations herein.  In the event Client provides Company  with electronic access to its bank accounts and/or credit card accounts, Client represents and warrants that it has all rights necessary to grant Company  access to such accounts and that Company ’s use of such accounts will not require Company  to pay any fees.

Receipt Tracking Systems
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The client acknowledges that it may also integrate receipt tracking systems that are compatible with QBO and other software..

Do Not Commingle Funds
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The client acknowledges that Company  performance of its obligations herein, and any advice or information provided by Company  in connection with the Bookkeeping Services is based upon the information provided and made available by Client.  The client further acknowledges that in the event Client commingles its business accounts with its or its spouse’s personal accounts and expenses, that Company  cannot accurately perform the Bookkeeping Services.  As such Client, agrees that it shall not commingle any business accounts or expenses with any of Client’s (or its spouse’s or other third party’s) accounts or expenses.

5. Treatment of Personal Information

Company  will collect, store, process, and disclose any information you provide in connection with this Engagement Letter in accordance with Company ’s privacy policy available at ryandeldridge.com/legal-stuff.

6. Disclaimer

Company  will not perform an audit or review of your financials or any other related documents you may provide. All advice and information made available by Company  in connection with the Bookkeeping Services are based on the information you provide to Company , and the Bookkeeping Services cannot be relied upon to discover errors, fraud, defalcations, or other irregularities, should any exist. We will not audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information. Company  is not responsible for any information or advice given based on any inaccurate, untrue, incomplete, or out-of-date information provided by you. You are solely responsible for your acts and omissions related to the Bookkeeping Services.

7. No Guaranteed Results or Responses.  

Company  does not make any representation or warranty that the Bookkeeping Services will be appropriate for your needs or suitable for your business. Company  does not guarantee and expressly disclaims any particular results.  SINCE THE BOOKKEEPING SERVICES ARE BASED ON THE INFORMATION YOU PROVIDE, Company  does not warrant that the BOOKKEEPING SERVICES will be timely, accurate, current, or complete. Company  may make available third-party communication tools, such as Slack, to enable you to communicate with our bookkeepers, but Company  makes no representation or warranty that such tools are secure or that our bookkeepers will be able to respond to you in a timely manner.

8. General

The client acknowledges and agrees that the Agreement ryandeldridge.com/legal-stuff is incorporated herein by reference and that the terms hereof shall apply to the performance of each party’s obligations herein, including, without limitation, the sections relating to Limitation of Liability, Indemnification, and Arbitration.