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Bookkeeping Service Contract

1. Engagement
   This Agreement shall establish, define, and govern this Engagement between:
   CARL E. WESSELS, CPA 
   referred to as ("Firm") and __________________________________________________ ("Client"),
   collectively referred to as the Parties. This Engagement consists of Firm performing various services for Client and Client compensating Firm for such. The rights, duties, and obligations created by this Agreement shall begin upon the date this Agreement is executed by all Parties (the "Effective Date") and shall remain in full force until this Agreement reaches a natural end or is terminated in accordance with the relevant provisions herein.

2. Bookkeeping Services and Tax Returns

The Firm will provide the following Bookkeeping Services for Client's business monthly:

1. Journal Entries - Firm will record journal entries for Client.
2. General Ledger - Firm will prepare and maintain Client's general ledger.
3. Bank Account Reconciliation - Firm will reconcile Client's bank accounts.
4. Balance Sheets - Firm will prepare balance sheets and income statements for Client and deliver pdf’s via email by the 20th of each month, or 10 calendar days after receipt of Client’s monthly bank statements – whichever is later.
5. Sales & Use Tax Reports - Firm will prepare sales and use tax reports for Client and submit payment to the appropriate taxing agency from the Client’s bank account.
6. Payroll Services - Firm (through Intuit (full service) or other outside payroll service of mutual consent) will perform payroll processing and prepare payroll tax returns for Client.  Payroll Service adds an additional monthly fee per employee.  This service includes all Employer Tax Forms such as W-2's, W-3's, 1099's etc.  Note: The Firm uses Intuit or another outside service to prepare these forms.
7. Business Coaching - Firm will offer 1 hour per month (non-cumulative) of additional accounting work, tax consulting, or clerical service.  Scheduling and manner of form may vary.
8. If the Client has provided Bank Statement and other requested information in a timely manner, then the Firm will AT NO ADDITIONAL CHARGE, prepare the Client’s annual business and personal state + federal income / franchise tax returns.  You will receive priority service and your tax returns will be completed by March 1^st each year. 
   

3. Limitations
   Firm and Client hereby acknowledge and understand the following limitations on the Bookkeeping Services provided by Firm:
   1. Audit & Review - Firm will not audit or review any financial statements, accounting documents, or related information provided by Client in any manner, nor will Firm or Client refer to this Engagement as an audit or review.  Those services may be available under separate agreement.
   2. Accuracy & Completeness - Firm is not responsible for verifying the accuracy and completeness of any documents and information provided by Client, and Firm will rely on Client verifying the accuracy and completeness of such before providing it to Firm.
   3. Errors - This Engagement should not be relied upon to detect or disclose errors, fraud, or other improper acts, but Firm will inform Client of any material errors, fraud, or improper acts that come to Firm's attention while performing its Bookkeeping Services.
   4. Internal Controls - Firm is not responsible to identify, communicate, or disclose any significant deficiencies, material weaknesses, or other reportable conditions in Client's internal controls as part of this Engagement.
   5. Responsible Period - Firm's responsibility for matters prescribed by this Agreement are limited to the period covered by the Engagement and does not extend to any later periods during which Firm is not engaged by Client in the capacity prescribed by this Agreement.
      
4. Accounting Responsibilities
   Firm hereby accepts the following responsibilities:
   1. Firm will add or move client’s business to the Firm’s Wholesale Billing Account at QuickBooks Online (QBO).  This includes the base payroll fee (additional monthly fee per employee).
      1. Processes - Firm will balance general ledger to subsidiary records, bringing the system into compliance with Generally Accepted Accounting Principles, thereby facilitating proper tax recordkeeping.
      2. Training - Firm will answer Client questions regarding the QuickBooks software and provide personalized training as needed, time allotted will be at the Firm’s discretion.
   2. Client hereby acknowledges, understands, and accepts the following responsibilities:
      1. Policies & Systems - Client is responsible for adopting sound accounting policies and maintaining an adequate and efficient accounting system. 
      2. QuickBooks Online Banking Login - Client will be required to login to their bank through QuickBooks Online.  This allows the Firm to access the same information that is available on bank statements, but on an overnight basis.  (The Firm WILL NOT have access to the Client’s funds, nor will the Firm have a record of the Client’s password.)  This is how the Firm can offer discounted prices on bookkeeping services.  We automate the process as much as possible by using the “rules” feature in QuickBooks online to auto classify credit card and debit card transactions.  If the link to the bank is broken, the Firm will ask the Client to reenter the password information.  There are additional monthly fees if online access is not allowed.
      3. Initial Setup - Client is responsible for providing the Firm with access to any supporting documents such as check registers, bank statements, uncollected customer invoices, sales ledgers & receipts, purchase orders &unpaid vendor invoices, and complete payroll information.  These items and any other information obtained from the Client by the Firm will be used without any further verification or investigation on the part of the Firm to complete the work of this engagement.
      4. Assets & Transactions - Client is responsible for safeguarding assets, authorizing transactions, and retaining supporting documentation for all transactions.
      5. Internal Controls - Client is responsible for devising and maintaining a system of internal controls that will help assure the preparation of proper financial statements.
      6. Management & Oversight - Client is responsible for management decisions and functions, designating a competent employee to oversee the services performed by Firm, and evaluating the adequacy and results of the services performed by Firm.
         
5. Client Responsibilities
   Client hereby acknowledges, understands, and accepts the following responsibilities:
   1. Prevention & Detection - the Client is responsible for designing and implementing programs and controls for preventing and detecting fraud.
   2. Fraud of Agents - the Client is responsible for informing Firm of all known or suspected fraud involving Client's management personnel, employees with significant roles in Client's internal controls, and other agents of Client if the known or suspected fraud could have a material effect on the Financial Statements.
   3. Fraud Allegations - the Client is responsible for informing Firm of any allegations of fraud or suspected fraud communicated to Client from current employees, former employees, regulators, agents of Client, or others.
   4. Compliance - the Client is responsible for monitoring and maintaining its compliance with all relevant laws and regulations related to detecting, correcting, and managing fraud.
   5. Payroll Tax Deposits – the Client is responsible for maintaining a bank balance sufficient for compliance with weekly Payroll Tax Deposits.
      
6. Awareness of Additional Services

Firm offers a variety of additional services to other clients, such as audit, review, or compilation services. Client is aware of Firm's ability to provide these additional services, the costs associated with Firm providing such services, and how such services differ from the Bookkeeping Services, but Client has decided to engage Firm to only perform the Bookkeeping Services described in this Agreement and not these additional services.  Engagements for additional services will necessitate a separate engagement letter to reflect the obligations of both parties.

7. Documents and Information

Client hereby acknowledges, understands, and accepts the following responsibility to provide firm with documentations needed to complete the Bookkeeping Services.  Client must provide Firm with unrestricted access to the types of documentation listed below for Client's business in a timely manner:

1. Transactions - All documentation showing check stubs, receipts, sales, bank statements, cancelled checks, accounts receivable, accounts payable, or other financial transactions.
2. Assets - All documentation related to the sale, purchase, acquisition, trade, disposition, or transfer of any equipment, property, or other assets.
3. Debts - All documentation related to any personal or business mortgage, pledge, guarantee, lease, or other debt that affects or could affect Client's business assets or the operations of Client's business.
4. Cash - All documentation related to the source and nature of all transactions conducted with cash.
5. Other Financials - Any other financial information needed by Firm in performing its Bookkeeping Services for Client.
6. Classification of Transactions - the Client is responsible for labeling transactions with “payee” information in a manner requested by the Firm and communicating this on a consistent basis.
7. Timely Manner - Any failure by Client to provide Firm with the documentation needed in a timely manner will impede the Bookkeeping Services and may require Firm to suspend its services or withdraw from this Engagement.
8. Incomplete Information - the Client accepts full responsibility for any effect, loss, or inaccuracy on Client's accounting records and financial statements caused by Client's failure to provide complete and accurate documentation in a timely manner.
   

8. Compensation
   Firm and Client hereby acknowledge, understand, and agree to the following terms and conditions relating to fees and payment for this Engagement:
   1. Compensation Rate - For all services provided by Firm for Client in connection to this Engagement, Client will compensate Firm at an estimated monthly rate equal to fees on the attached fee schedule.
   2. Compensation Process - The Client gives the Firm authorization to on the 1st of each month, auto draft the Client’s main business bank account or Client will provide a valid Debit or Credit Card. 
   3. Adjustments - If Firm encounters circumstances that would require it to expand the scope of this Engagement resulting in Firm needing to increase its estimated compensation, Firm will gain approval from Client for the increase before continuing with this Engagement.
   4. Non-Contingent - the Client's responsibility for paying Firm any fees or other costs billed to Client is not contingent on the results of Firm's services.
      
9. Retainer

A retainer is not usually required for monthly bookkeeping services since fees are collected in advance each month.  However, a non-refundable initial Setup fee for the QuickBooks Online is required in advance. 

10. Reimbursements

Client is responsible, without prior notice, for reimbursing Firm for any direct costs incurred by Firm in performing its services for Client that do not exceed $500. For any costs in excess of that amount, Client is only responsible for reimbursing Firm for the cost if Firm notifies Client of the expense and Client either agrees to reimburse Firm for it in writing or does not respond to the notice within 5 days of Firm sending the notice.  Examples would be reimbursement for a box of envelopes to mail accounts payable checks, taxes paid on behalf of the Client if they were out of town, etc.

11. Legal Process

If Firm is required to respond to a subpoena, court order, or other legal process for the production of documents or testimony relative to information Firm obtained or prepared during the course of this Engagement, Client hereby agrees to compensate Firm at its ordinary hourly rate for the time spent responding to or appearing for the legal process and reimburse Firm for all costs incurred in connection to such.

12. Billing and Payment

For any fees or costs owed to Firm in connection with this Engagement, the following terms and conditions apply:

12.1        Billing Frequency - the Firm will bill Client monthly and all bills are payable upon receipt.

12.2        Time to Pay - the Client must pay all amounts owed on any bill sent by Firm within 10 days of Firm sending a bill to Client.

12.3        Interest Charges - Any failure by Client to pay amounts owed to Firm within the time allotted to make such payments may result in an interest charge of 12% per year for any unpaid amounts.

12.4        Non-Payment - the Firm may suspend its services or terminate this Engagement for any failure by Client to pay any amount owed within the time allotted to pay such.

12.5        Collection - If any collection action is required to collect unpaid amounts owed to Firm, Client is responsible for reimbursing all costs of collection incurred by Firm.

13. Email Transmissions

Firm will communicate with Client and others via email in connection with this Engagement. Client hereby acknowledges and understands that such emails may not always reach their intended destination and can be intercepted, read, disclosed, or otherwise used by unintended third parties. Firm hereby specifically disclaims and waives any liability or responsibility whatsoever for the interception or unintentional disclosure of emails transmitted by Firm in connection to this Engagement. Client hereby agrees that Firm will not have any responsibility or liability for any loss or damage to any entity or agent of Client resulting from the interception or unintentional disclosure of emails transmitted by Firm in connection to this Engagement.

14. Record Retention

Firm will retain documentation related to this Engagement for a period equal to 48 months following Firm's receipt or creation of the documentation, and Firm will destroy the documentation after such time. Any of Client's original records accumulated by Firm or financial statements created by Firm for Client during this Engagement will be returned to Client promptly upon completion of this Engagement, and Client will provide Firm with a receipt for the return of such records. Any other documentation is Firm's property and Firm will provide copies of such documentation at its discretion and may require compensation from Client for any time and costs resulting from providing such documentation.

15. Dispute Resolution

For any dispute arising regarding the meaning, performance, or enforcement of this Agreement, the Parties hereby agree to resolve the dispute in accordance with the following:

1. Methods - The Parties agree to resolve any dispute through mediation instead of resorting to litigation.
2. Location - The Parties agree to conduct any dispute resolution in the county within which Firm's physical office or primary place of business is located.
3. Conduct - The Parties will conduct the dispute resolution process in good faith, communicate openly with one another throughout the process, and make all efforts to expedite the resolution of the dispute and minimize the costs incurred by both Parties.
4. Costs - Any mutual costs or joint expenses of dispute resolution will be shared equally by the Parties.
5. Effect - The result of any dispute resolution conducted by the Parties will only bind the Parties if the result is put into writing and signed by the Parties.
6. Time for Complaints - If litigation arises from this Engagement, a complaint must be filed within 6 months of the termination or natural end of this Engagement, unless the action is instituted by Firm for enforcing payment of unpaid amounts owed by Client or a relevant statutory provision says otherwise.

16. Limits on Liability

To the extent that Firm is found liable to Client following any dispute resolution or judicial proceeding, Firm's liability to Client shall not exceed the total amount of compensation Client paid Firm pursuant to the Engagement plus an amount equal to $100.

17. Indemnity

Each Party shall, at its own expense, indemnify, hold harmless, and upon request, defend the non-breaching Party from and against any and all claims, losses, liabilities, damages, demands, settlements, expenses, and costs arising directly or indirectly from any breach of this Agreement, the gross negligence or willful misconduct of the breaching Party or its agents, any intentional or knowing misrepresentation of inaccurate or incomplete information in connection to this Agreement.

18. Early Termination

Either Party may terminate the Engagement prior to its natural end, and any early termination must be conducted and completed in accordance with all of the following conditions:

1. Termination Notice - The terminating Party must provide the other Party with written or electronic notice of its intent to end this Engagement.
2. Stop Performance - the Firm will stop performing all services immediately after sending or receiving the termination notice.
3. Final Bill - Within 1 month of sending or receiving the termination notice, Firm will prepare and send a final bill to Client that includes the computed amount of compensation owed to Firm for all services performed by Firm for Client and any other unpaid amounts owed to Firm at the time of the termination.
4. Final Payment - the Client will pay Firm all amounts owed on the final bill within 10 days of receiving the final bill from Firm.
5. Work Product - the Firm will furnish Client with all work product created for Client within 20 days of receiving the final payment from Client.

19. Miscellaneous Provisions
    1. Section Headings - The section headings appearing throughout this Agreement have only been inserted as a matter of convenience and for reference, and in no way shall be construed to limit the application or intent of any provision within this Agreement.
    2. Entire Agreement - This Agreement constitutes the entire agreement between the Parties and supersedes any and all other agreements, either oral or written, between the Parties with respect to the subject matter hereof.
    3. Severability - The invalidity or unenforceability of any particular provision of this Agreement shall not affect the validity or enforceability of any other provision within this Agreement, and this Agreement shall be construed in all respects as if the invalid or unenforceable provision was omitted.
    4. Revocation, Amendment, and Extension - This Agreement may be revoked, amended, or extended at any time by a subsequent written document if such document properly references this Agreement and is executed and signed by the Parties.
    5. Binding Effect - Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the Parties, and their respective distributees, heirs, successors, and assigns.
    6. Governing Law - This Agreement shall be governed by, construed, and enforced in in the County of and in accordance with any relevant Federal regulations and the laws of the State within which Firm's physical office or primary place of business is located.

Authorization

By signing and dating on the lines provided below, the Parties hereby accept and adopt this Agreement and agree to act in accordance with and be bound by its provisions.

Client signature:               ________________________________________________

Printed name:                   ________________________________________________

Company name:               ________________________________________________

Date:                                     ________________________________________________

Firm:                                      ________________________________________________

                                                CARL E. WESSELS, CPA

Date:                                     ________________________________________________