Last updated: January 8, 2025
This Terms of Service agreement (these "Terms") governs our provision of bookkeeping, tax, and consulting services and your use of the Assurna platform.
If you agree to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you accept these Terms without such authority, you agree that you are accepting these Terms on your personal behalf.
Important Notice
Please read these Terms carefully. They contain important provisions regarding dispute resolution through binding arbitration rather than court proceedings or class actions. See Section 12 for details about your right to opt out within 30 days.
"We," "us," or "our" refers to Assurna, the provider of services as specified in your service agreement. Our bookkeeping services provide comprehensive financial record-keeping and organization for businesses, with particular expertise in insurance agencies, medical practices, law firms, and e-commerce operations. We maintain your accounting records based on information you provide or authorize us to access.
Unless expressly stated otherwise in writing, our bookkeeping services and related communications do not constitute and are not a substitute for legal, tax, regulatory, investment, or other professional advice. You should consult appropriate licensed professionals for such matters.
If you maintain an active bookkeeping subscription through the quarter following your fiscal year-end, we will perform necessary year-end bookkeeping procedures as part of your subscription. If your subscription is terminated before or during this period, we will not perform year-end procedures and bear no responsibility for any consequences of not performing such procedures.
We utilize QuickBooks Online or other mutually agreed accounting software to deliver our services. If you do not have an existing account, you authorize us to establish one on your behalf. Your use and our use of such software is subject to the software provider's terms of service and privacy policies. By authorizing us to create an account, you agree to be bound by those terms.
When we provide bookkeeping services to you, you agree that we will serve as your exclusive bookkeeper. This arrangement is standard in the industry and enables us to maintain accurate, consistent financial records. In performing our services, we must import, categorize, reconcile, and manage your financial data systematically.
Any modifications to your books made by you or third parties (other than routine accounts payable, accounts receivable, or payroll processing) may create inconsistencies requiring us to re-perform work. If such modifications occur while we are engaged as your bookkeeper, we reserve the right to: (i) extend deadlines for deliverables, (ii) charge additional fees at our standard hourly rates for remediation work, and/or (iii) terminate your subscription with written notice without refunding prepaid fees for remaining subscription periods.
Certain services are governed by additional terms available at the following links. When your service agreement references these Terms, the additional provisions are incorporated by reference:
You are responsible for providing complete, accurate, and timely information necessary for us to perform our services. This includes financial records, transaction data, receipts, invoices, bank statements, and any other documentation we reasonably request. You represent that all information provided is true and accurate to the best of your knowledge.
You agree to provide us with timely access to your financial accounts, software systems, and personnel as reasonably necessary to perform our services. You will respond promptly to our requests for information and clarification. Delays in providing access or information may impact our ability to meet deadlines.
You are responsible for reviewing all financial statements, reports, and other deliverables we provide. You should notify us promptly of any errors, discrepancies, or concerns. While we strive for accuracy, you remain ultimately responsible for your financial records and business decisions.
Fees for our services are specified in your service agreement and are based on your selected service tier and billing frequency (monthly, quarterly, or annual). All fees are in U.S. dollars and exclude applicable taxes.
Subscription fees are due in advance according to your selected billing frequency. You authorize us to charge your designated payment method automatically on each billing date. If payment fails, we may suspend services until payment is received.
Services beyond your subscription scope, including remediation work, rush requests, or specialized projects, will be billed at our standard hourly rates as communicated to you. We will provide estimates for significant additional work before proceeding.
We may adjust subscription fees upon renewal to reflect changes in your business volume, complexity, or our service costs. We will provide at least 30 days' notice of any fee increases.
Your subscription begins on the effective date specified in your service agreement and continues for the initial term selected (monthly, quarterly, or annual). Subscriptions automatically renew for successive periods of the same length unless either party provides written notice of non-renewal at least 30 days before the end of the current term.
Either party may terminate the subscription at the end of any term by providing written notice at least 30 days before the renewal date. Termination takes effect at the end of the then-current paid period.
Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within 15 days of receiving notice of the breach.
Upon termination, you remain responsible for all fees incurred through the end of the current paid period. We will provide you with final deliverables and access to export your data for 30 days following termination. Prepaid fees for services not yet rendered are non-refundable except as required by law.
We will maintain the confidentiality of your financial and business information and will not disclose it to third parties except: (i) as necessary to perform our services, (ii) with your consent, (iii) to our service providers under confidentiality obligations, or (iv) as required by law.
We implement industry-standard security measures to protect your data, including encryption, access controls, and regular security assessments. However, no system is completely secure, and we cannot guarantee absolute security.
Our collection, use, and protection of your personal information is governed by our Privacy Policy. By using our services, you consent to such processing.
You retain all ownership rights to your financial data and business information. You grant us a limited license to use your data solely to provide our services.
We retain all rights to our platform, software, methodologies, templates, and other materials used in providing services. You may not copy, modify, or distribute our proprietary materials without written permission.
We warrant that we will perform our services in a professional and workmanlike manner consistent with industry standards. This is your sole and exclusive warranty. We disclaim all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
You warrant that: (i) you have authority to enter into these Terms, (ii) all information you provide is accurate and complete, (iii) you will comply with all applicable laws, and (iv) your use of our services does not violate any third-party rights.
Our total liability for any claims arising from or related to these Terms or our services will not exceed the fees you paid us in the 12 months preceding the claim.
Neither party will be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or lost data, even if advised of the possibility of such damages.
These limitations do not apply to: (i) either party's indemnification obligations, (ii) either party's gross negligence or willful misconduct, or (iii) violations of confidentiality obligations.
You agree to indemnify and hold us harmless from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (i) your breach of these Terms, (ii) your violation of applicable laws, (iii) inaccurate or incomplete information you provide, or (iv) your business operations and decisions.
We are an independent contractor, not your employee, agent, partner, or fiduciary. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship.
We do not provide audit, review, or attestation services. Our services do not constitute an audit or examination of financial statements in accordance with professional standards.
While we strive to maintain accurate records, you remain responsible for compliance with all applicable laws, regulations, and reporting requirements. We recommend consulting with legal and tax professionals regarding compliance matters.
These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.
These Terms, together with your service agreement and any incorporated additional terms, constitute the entire agreement between you and us regarding our services and supersede all prior agreements and understandings.
We may modify these Terms by providing notice through our platform or via email. Continued use of our services after such notice constitutes acceptance of the modified Terms.
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect.
No waiver of any provision of these Terms will be deemed a further or continuing waiver of that provision or any other provision.
Neither party will be liable for delays or failures in performance resulting from causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or internet service failures.
Before initiating formal dispute resolution, the parties agree to attempt to resolve disputes informally by contacting each other and negotiating in good faith for at least 30 days.
Any dispute that cannot be resolved informally will be resolved through binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted in Delaware, and judgment on the award may be entered in any court having jurisdiction.
You and we agree that disputes will be resolved on an individual basis only. You waive any right to participate in class actions, class arbitrations, or representative actions.
You may opt out of the arbitration and class action waiver provisions by sending written notice to legal@assurna.com within 30 days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of arbitration.
For questions about these Terms or our services, please contact us at:
Assurna
Email: legal@assurna.com
Website: www.assurna.com