Terms of service

1. What we do

We prepare bookkeeping records and financial statements from bank and credit card statements and other information you provide. Unless we agree otherwise in writing:

• Work is performed on the cash basis
• Books are closed quarterly, not monthly or in real time
• Each legal entity is treated as a separate set of books
• Deliverables are a profit and loss statement, a balance sheet, a general ledger and a short summary note, in PDF and Excel

2. What we do not do

This section matters. Please read it.

• We are not a CPA firm and we are not licensed to practice public accountancy. We do not perform audits, reviews, compilations or any other attest or assurance service. No opinion, conclusion or assurance of any kind is expressed or implied on any financial statement or other information we deliver, and nothing we produce may be described or presented to any third party as audited, reviewed or compiled financial statements.
• Our deliverables are management's records. The financial statements we prepare are yours. They are prepared from information you supply, for your internal use and for whoever you choose to give them to. You are responsible for their accuracy once you have reviewed them, and for any representation you make to a lender, investor, buyer or agency based on them.
• We do not verify what you give us. We do not audit, confirm or independently investigate the statements, documents or answers you provide. Our work is not designed to detect fraud, theft, embezzlement, error or omission, and it may not detect them even if they exist. We are not responsible for the consequences of information that was incomplete, inaccurate or withheld.
• We do not provide tax, legal, investment or financial advice. Nothing we say or deliver is advice about your tax position, your entity structure, a transaction, or any decision you are weighing. General information is not advice for your situation. Tax return preparation and tax strategy are separate services, separately engaged and separately priced, under separate terms.
• We make no guarantee about any tax outcome. Clean books support good tax work, but deductions, credits, refunds, depreciation treatment and all other tax positions are determined by you and your tax preparer, who are responsible for them.
• Out of scope unless separately agreed in writing: payroll processing, sales and use tax filings, 1099 filing, accounts payable or receivable management, inventory accounting, accrual or GAAP financial statements, forecasts or projections, business valuation, due diligence, litigation support, expert testimony, and representation before any taxing authority.
• If you need something we do not do, we will tell you. We would rather say so early than take on work outside our competence.

3. Getting started

• Your engagement begins when you sign the engagement letter and your first payment is received.
• During onboarding you will provide opening balances, loan statements, an asset list and your prior-year return where applicable. We cannot produce a complete balance sheet without them.
• We may decline or end an engagement if your situation falls outside what we serve. We will tell you early rather than partway through.

4. Your responsibilities

You agree to:

• Provide complete and accurate statements for every account used in the business, for the full period
• Tell us about every bank account, credit card, loan and entity used in the business
• Answer our questions about transactions accurately and promptly. Delivery dates depend on it.
• Review the financial statements we deliver and tell us within 30 days if something looks wrong
• Keep your own copies of everything we deliver, and maintain your own records as required by law
• Maintain the accuracy of your own records and the information you supply
• Keep your portal credentials secure and tell us promptly if anyone's access should be removed
• Confirm that the person engaging us has authority to do so on behalf of the business

You remain responsible for your financial records, your tax filings, your regulatory obligations and your business decisions.

5. Fees, billing and plan changes

• Plans are billed quarterly in advance. Catch-up and onboarding fees are billed before that work begins.
• Your plan is based on transaction volume, account count and entity count. If your volume grows past your plan, we will give you at least 30 days notice before a change takes effect. Changes apply going forward only, never retroactively.
• Each entity is billed separately, at its own plan level, less any multi-entity discount in effect. We can issue one invoice or separate invoices per entity.
• Work outside your plan is quoted and agreed in writing before it begins.
• Failed payments. If a payment fails, we may pause work until it is resolved. We will tell you before pausing.
• Fees already paid are non-refundable once work on that period has begun, except as we agree in writing.
• Taxes. Fees do not include any applicable taxes, which are your responsibility.
• Late payment. Invoices are due on receipt. Amounts more than 15 days overdue accrue a late charge of 1.5% per month (18% per year) on the unpaid balance, or the maximum rate permitted by applicable law if lower.

6. Deadlines

Our delivery dates assume we have everything we need: all statements for the period, plus your answers to our questions. If either is late, delivery moves accordingly, and we will tell you the new date. We are not responsible for filing deadlines you miss because records were provided to us late.

7. Third parties, subcontractors and technology

• We use third-party services to deliver this work, including a client portal, a payment processor, and AI tools used to categorize transactions. Each operates under agreements requiring appropriate protection of your information.
• AI assistance. We use AI tools as part of our process. Account and routing numbers are never extracted from your statements, no decision is final without human review, and we work under agreements that prohibit your data being used to train models. Our privacy policy explains this in full.
• Subcontractors. We may use subcontractors, each bound by written confidentiality obligations and limited to the clients they are assigned to. We remain responsible to you for the work.

8. Confidentiality

We keep your information confidential and use it only to provide our services, as described in our privacy policy. You agree to keep confidential any non-public information we share with you about our methods, pricing or processes.

9. What belongs to whom

• Yours: your financial records, the statements and information you provide, and the financial statements, ledgers and reports we deliver to you.
• Ours: our templates, processes, categorization logic, internal tools, documentation and anything we develop in the course of serving clients, including improvements prompted by your engagement. You receive the deliverables, not the machinery that produces them.

10. Term, termination and what happens after

• Either of us may end the engagement with 30 days written notice.
• We may suspend or end the engagement immediately for non-payment, for abusive conduct, or if continuing would require us to do something unlawful or outside our competence.
• On termination you keep every deliverable we have already provided, and we will complete and deliver work for any period already paid for.
• Return of records. On written request within 30 days of termination, we will return or provide copies of the records you gave us, in the formats we hold. After that, our retention schedule applies.
• Sections covering confidentiality, ownership, liability, indemnification and disputes survive termination.

11. Limitation of liability

Please read this section carefully. It affects your legal rights.

• Cap. Our total liability for any and all claims arising out of or relating to our services, whether based in contract, negligence or any other theory, is limited to the total fees you paid us in the twelve months immediately preceding the event giving rise to the claim.
• Excluded damages. We are not liable for indirect, incidental, special or consequential damages, including lost profits, lost business opportunity, loss of data, or penalties and interest assessed by any taxing or regulatory authority.
• Time limit. Any claim must be brought within one year after you knew or reasonably should have known of the facts giving rise to it. After that, the claim is waived to the extent permitted by law.
• What this section does not cover. Nothing in these terms limits or excludes liability for fraud, willful injury to the person or property of another, violation of law, or anything else that cannot be limited or excluded under California Civil Code section 1668 or other applicable law. California courts do not enforce clauses that exempt or limit liability for willful misconduct, and generally do not enforce releases of gross negligence. We are not attempting to do either.
• Why this is here. These limits reflect the price of our services. Our fees are set on the understanding that our exposure is bounded in this way. If you need higher limits, tell us and we will discuss a different arrangement in writing.

12. Indemnification

You indemnify us for claims brought by third parties, and for losses and reasonable expenses including attorneys' fees, arising out of:

• Information you provided that was incomplete, inaccurate or late
• Your use of, or reliance on, our deliverables for purposes outside the scope of our engagement
• Your failure to meet your own legal, tax, regulatory or contractual obligations
• Acts or omissions of your own employees, contractors or other advisors

We indemnify you for claims brought by third parties, and for losses and reasonable expenses including attorneys' fees, arising out of our fraud, willful misconduct or gross negligence, or our breach of our confidentiality obligations.

How indemnification works. The party seeking indemnification must notify the other promptly in writing, must not settle or admit liability without the other's written consent, and must reasonably cooperate in the defense. The indemnifying party may assume control of the defense with counsel of its choosing, and the other party may participate at its own expense.

This section does not expand liability beyond what section 11 permits, except where section 11 says those limits do not apply.

13. Force majeure

Neither of us is liable for delays caused by events outside reasonable control, including natural disasters, outages at third-party providers, cyberattacks, illness, or government action. We will tell you promptly and resume as soon as practical. This does not excuse your obligation to pay for work already performed.

14. Resolving disputes

We would rather fix a problem than litigate one. Both of us agree to follow these steps in order.

Step 1: Talk to us. Before taking any formal action, contact us at hello@tallyquarter.com with a written description of the problem and what you would like done about it. We will respond within 10 business days and both of us will try in good faith to resolve it within 30 days. Most problems are a misunderstanding about scope or an error we can correct at no charge.

Step 2: Mediation. If direct discussion does not resolve it, both of us agree to attempt mediation before filing a lawsuit. Mediation will be conducted in California by a single mediator agreed between us, and the mediator's fees will be shared equally. Each of us pays our own attorneys' fees for the mediation.

Step 3: Courts. If mediation does not resolve the dispute within 60 days of a written request to mediate, either of us may bring the claim in the state or federal courts located in California, and both of us consent to the jurisdiction and venue of those courts.

Exceptions. Either of us may at any time, without first completing steps 1 and 2:

• Bring a claim in small claims court, if it qualifies
• Seek an injunction or other equitable relief to protect confidential information or intellectual property

Collection of unpaid fees. If we bring an action to collect fees you owe and we prevail, you will reimburse our reasonable costs of collection, including attorneys' fees. Under California law this provision applies equally in your favor if you prevail in such an action.

About jury trials. We have not included a jury trial waiver. California does not enforce contractual pre-dispute jury waivers, so including one would be meaningless.

15. Communications

You consent to receive communications from us electronically, including by email and through the client portal, and you agree that electronic delivery satisfies any requirement that a communication be in writing.

16. Website content

Content on this site is general information, not advice for your situation. Sample financial statements published here use invented figures for a fictional business and are labeled as such. Pricing shown on the site may change; the price in your engagement letter is the price that applies to you.

17. Changes to these terms

We may update these terms and will post the new version here with an updated date. If a change is material, we will email active clients before it takes effect. Continuing to use our services after a change means you accept the updated terms.

18. General

• Entire agreement. These terms and your engagement letter are the entire agreement between us on this subject.
• Severability. If any provision is unenforceable, the rest remains in effect.
• No waiver. If we do not enforce a provision, that is not a waiver of it.
• Assignment. You may not assign this agreement without our written consent. We may assign it to a successor in connection with a sale or merger of our business.
• Notices. Notices to us go to hello@tallyquarter.com and to the address below. Notices to you go to the email address on your account.

19. Contact

Tax GPS Group LLC
149 Commonwealth Drive #1090, Menlo Park, CA 94025
hello@tallyquarter.com
415-799-8971