Service Agreement
Tukel, Inc.
Finance and Administrative Services Agreement
Table of Contents
- Project Representatives
- Executive Summary
- Statement of Work
- Terms & Conditions
CONFIDENTIALITY NOTICE
Tukel, Inc. considers the information contained in this agreement/proposal to be confidential and proprietary nature. Appropriate care should be taken to ensure that this information is used only as required for evaluation purposes and is only shared with persons employed by your company. The entire contents should be considered confidential, even if each page is not marked as such.
1) Project Representatives
Tukel, Inc. (will be referred to as the Accountant):
Tukel, Inc.
2093 PHILADELPHIA PIKE #2108
19703 DE
CLAYMONT USA
Phone: +1 (302) 520-2380
The client will be assigned a bookkeeper by the Accountant and the bookkeeper’s contact information will be provided to the Client.
The Client:
The client is anyone or institution who agreed to receive services from the Accountant and the client’s representative is/are the person/s stated by the Client in the correspondence made or to be made.
2) Executive Summary
The client desires to obtain certain services from the Accountant and the Client agrees to engage the Accountant to perform such services and the Accountant hereby agrees to provide such services, as defined in “The Statement of Work” to the Client.
3) The Statement of Work
In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
The Accountant hereby agrees to provide the services chosen and/or paid by the client either in the Accountant’s website, the proposals or quotes sent or other means of an agreement between the parties.
The Accountant shall conduct the Services in accordance with the specifications set and the Accountant shall at all times observe and comply with generally accepted bookkeeping and accounting standards and comply with all federal and state laws or regulations applicable in the US to this Agreement.
The required bookkeeping software, Xero, will be used.
4) The Terms and Conditions
The Fees:
The Accountant and the Client hereby agree to the following rates, paid in advance of the commencement of any deliverable:
- The fees stated on the Accountant’s website.
- Fees agreed by the client on the proposals/quotes sent by the Accountant.
- The agreements sent by the Accountant
Footnotes:
The footnotes and the details of the services are mentioned in any of the:
- The accountant’s website
- The proposals/quotes sent by the accountant
- The agreements sent by the Accountant
Tukel Inc reserves the right to change all fees, with 1-month advance notice to the client, unless any fixed price guarantees are explicitly stated for any duration.
The Standard of Performance:
The Accountant hereby agrees that it shall follow the highest professional standards in performing all Services to be provided under this Agreement.
The Necessary information & Materials:
The Client will be solely responsible to supply the Accountant with all information, materials, data, and documents necessary to perform the Services agreed under this Agreement. The Client acknowledges and agrees that the accuracy of financial information supplied to the Accountant is the sole responsibility of the Client.
The Accountant shall not be held responsible for the production of inaccurate financial statements, records, and billings, or any other financial reports if the financial data submitted by the Client is inaccurate.
The service provider:
The Accountant shall provide the Services as a service provider and shall not act as an employee, agent or broker of the Client. As a service provider, the Accountant will be solely responsible for paying any and all taxes levied by applicable laws on its fees. The Accountant understands that the Client will not withhold any amounts for payment of any taxes from the Accountant’s fees.
Out-of-Pocket Costs, Expenses:
The Client agrees to reimburse any pre-approved out of pocket expenses incurred by the Accountant in connection with the Services, including, but not limited to, travel expenses - including travel time charged by the hour, audit fees, tax fees, postage, parking costs, etc., and any supplies associated with the engagement.
Terms
Payment is required prior to service and the latest within 7 days of the invoice issue date.
If you have an issue with an invoice, you just need to notify your Tukel, Inc point of contact within 5 days of receipt of said invoice.
Billing statements will include detail of all hours and/or fees charged during that billing period.
On past due invoices, a one and a half percent (1.5%) a monthly late fee will apply and services may discontinue until payments are brought current.
Confidentiality:
The Accountant, in the course of performing the Services hereunder, may gain access to certain confidential or proprietary information of the Client. Such “Confidential Information” shall include all information concerning the business, affairs, products, marketing, systems, technology, customers, end-users, financial affairs, accounting, statistical data belonging to the Client and any data, documents, discussion, or other information developed by the Accountant hereunder and any other proprietary and trade secret information of the Client whether in oral, graphic, written, electronic or machine-readable form. The Accountant agrees to hold all such Confidential Information of the Client in strict confidence and shall not, without the express prior written permission of the client, (a) disclose such Confidential Information to third parties; or (b) use such Confidential Information for any purposes whatsoever, other than the performance of its obligations hereunder. The obligations under this Section shall survive the termination or expiration of this Agreement.
Termination
Either party may terminate this agreement* with one month notice for any reason, in which case, The Client shall pay all amounts due to Tukel, Inc as of the effective date of termination.
*Annual payment agreements are non-cancelable, non-refundable until the end of the period for which the payment is made unless mutually agreed.
Conversion Fee
The CFO and/or CTO, Controller, and/or Accountant and/or bookkeeper assigned to the client (hereinafter “the client candidate”) has entered into an Agreement with Tukel, Inc.
Should the client wish to convert a client candidate to an employee of the client, or if the client wishes to enter into a direct independent contractor agreement with a client candidate, the client agrees to pay Tukel, Inc a one-time fee of:
- $70,000 for each converted CFO or CTO
- $50,000 for each converted Controller; and/or
- $30,000 for each converted Accountant / Bookkeeper (hereinafter the “Conversion Fee”).
The Conversion Fee shall be paid prior to the Client Candidate commencing work for the client.
The client is responsible for the Conversion Fee should the client enter into a direct relationship with a Client Candidate, regardless of employment classification, at any time during the period of the client’s contractual relationship with Tukel, Inc and within one (1) year of the date this Agreement terminates. The client also agrees to pay the Conversion Fee should the Client Candidate be hired by a subsidiary or other related company under the client's common control, or by another company to whom the client has referred the Client Candidate, including any staffing services at any time during the period of the client’s contractual relationship with Tukel, Inc and within one (1) year of the date this Agreement terminates.
Warranties & Limitations
Except for gross negligence or willful misconduct, Tukel, Inc will not be liable for any lost profits, lost savings or incidental damages or other economic consequential damages resulting from this engagement. Tukel, Inc will perform its services for the client in accordance with good professional standards.
Tukel, Inc retains employees and/or contractors who will be utilized to perform work for the client. The employees and/or contractors used to deliver “The Statement of Work” are chosen and trained by the Accountant and are not licensed CPAs.
The client consents to the use of employees and/or contractors by Tukel, Inc and except for gross negligence or willful misconduct releases Tukel, Inc for any and all liability for any acts or omissions by any employee and/or contractor engaged by Tukel, Inc.
Warranties for the computer software and any hardware products used during this engagement are provided by the manufacturers of those products. Tukel, Inc will use its best efforts in assisting the client in enforcing said warranties as necessary. The Client is responsible for maintaining proper backups of all data.
Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NEITHER PARTY’S LIABILITY ON ANY CLAIM, LOSS OR LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID TO THE ACCOUNTANT DURING THE TWO ( 2 ) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR ACTION BY THE CLIENT OR THE LIMITS OF THE ACCOUNTANTS PROFESSIONAL LIABILITY POLICY, WHICHEVER IS GREATER OF THE ERRORS AND OMMISSIONS POLICY THAT IS IN PLACE.
Indemnification
Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence or willful misconduct of a party’s employees or agents;
Dispute Settlement Procedure
Any dispute between the parties hereto shall be resolved under the following procedures:
a. The party claiming to be aggrieved shall furnish to the other a written statement of the grievances, including a specification of the contractual provision alleged to have been violated, a factual statement describing the violation and the relief requested or proposed.
b. The other party shall respond in writing within 21 days setting forth its factual statement and any solution proposed. If the responding party does not satisfy the demand of the party claiming to be aggrieved, the parties shall submit the dispute to non-binding mediation in the state of Delaware before a mediator to be jointly selected by the parties.
c. If the mediation does not produce a resolution of the dispute, the parties agree that the grievances specified in Section (a) above shall be resolved by final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, in the state of Delaware by an arbitrator mutually selected by parties or, if no agreement is reached in the selection of the arbitrator, then by the procedures for selecting an arbitrator set forth in such Rules; provided, however, that the arbitrator shall not have the authority to add to the provisions of this Agreement or refuse to enforce any provisions of this Agreement.
d. The arbitration shall be the exclusive final remedy for any dispute between the parties, and the parties agree that no dispute shall be submitted to arbitration where the party claiming to be aggrieved has not complied with the steps provided for in Sections (a) and (b) above.
Tukel, Inc.
2093 PHILADELPHIA PIKE #2108
19703 DE
CLAYMONT USA
Email Address: [email protected]
Latest update:
- March 23, 2020
- November 11, 2019
