Terms and Conditions
Terms and Conditions Updated January 2025
These Terms and Conditions (the "Terms") govern the relationship between LedgerWay, Inc. ("LedgerWay,""we," "us," or "our") and its clients (the "Client" or "you") and shall accompany any Proposal or Engagement Letter signed by the Client. By signing the Proposal or Engagement Letter, the Client agrees to be bound by these Terms. These Terms apply to all services rendered by LedgerWay, including but not limited to accounting, bookkeeping, tax preparation, tax planning and strategy, federal and state audit representation, IRS correspondence, consulting, CFO advisory services, quarterly estimated taxes, sales tax processing, use tax processing, payroll tax processing, payroll processing, 1099 preparation, BOI reporting, business license renewals, entity formation, and any related services (the "Services").
1. Definitions
1.1 "Agreement" refers collectively to these Terms, the Proposal, and the Engagement Letter.
1.2 "Services" refer to any services provided by LedgerWay as outlined in the Engagement Letter or Proposal.
1.3 "Client Information" refers to any data, records, documents, or materials provided by the Client to LedgerWay.
1.4 "Fees" mean all amounts payable by the Client for the Services, as outlined in the Agreement.
1.5 "Confidential Information" means all non-public information disclosed by one party to the other, including but not limited to business, financial, and operational details.
1.6 "Guaranteed Requirement" , is only applicable to Clients with Monthly Accounting Packages, and means all supporting documents and materials necessary for the performance of Services, which must be submitted by the Client no later than 5 PM Eastern Standard Time(EST) on the 5th calendar day of each month or as otherwise specified in the Agreement.
2. Scope of Services
2.1 LedgerWay shall provide the Services as described in the Proposal or Engagement Letter. Additional services not explicitly stated in the Agreement require a separate written agreement or will be billed at hourly rates specified in the Engagement Letter.
2.2 The Services shall be performed in compliance with applicable laws, professional standards, and the terms of this Agreement.
3. Client Responsibilities
3.1 Provision of Information: The Client agrees to provide all necessary information, documents, and assistance required forLedgerWay to perform the Services accurately and timely.
3.2 Accuracy of Information: The Client warrants that all information provided is complete, accurate, and free from material misstatements.
3.3 Record Maintenance: The Client irresponsible for maintaining its records for audit and compliance purpose sunless explicitly included as part of the Services.
3.4 Adherence to Deadlines: The Client shall adhere to deadlines set by LedgerWay and provide requested information promptly through the FinancialCents ("Client Portal"). LedgerWay is not liable for inaccuracies or delays caused by incomplete or untimely information provided by the Client.
3.5 Management and Oversight: The Client shall be responsible for various management decisions and operational functions, including ensuring adequate insurance coverage, accurately calculating employee payroll deductions for health insurance, administering pension eligibility, and verifying accounts payable amounts. The Client must designate a competent employee to oversee and manage the services provided by LedgerWay and accept responsibility for the outcomes.
4. Differentiation Between Service Types
4.1 Monthly Accounting Packages: Clients on Monthly Accounting Packages (such as the Basic, Core, or Concierge Packages) receive a predefined suite of services outlined in their Agreement. Services are billed monthly, with an annual term commitment. Specific renewal conditions, deliverables, and guarantees are detailed within the Agreement.
4.2 Hourly or Retainer-Based Engagements: Clients on Hourly or Retainer-Based Engagements engage LedgerWay for ad-hoc or project-based services billed as performed. Such engagements are flexible, with hourly fees adjustments on annual basis based on inflation or other economic factors.
5. Fees, Payment Terms, and Adjustments
5.1 Fee Schedule: Fees for Services are outlined in the Proposal or Engagement Letter. Additional fees may apply for out-of-scope work or amendments to the Agreement. LedgerWay reserves the right to impose additional fees if records are submitted late, incomplete, in an unusable state, or of higher complexity and transaction volume than initially described during the introduction call. In such instances, LedgerWay will proactively communicate with the Client about the situation, expected delay, and revised fees before proceeding with further services.
5.2 Payment Timelines: For Monthly Accounting Packages: Payments are due on the first day of each month. For Hourly or Retainer-Based Clients: Invoices are issued in the month after services are performed, and payments are due on receipt. For Tax Clients: Payments are required once the tax return is prepared but before filing, unless otherwise specified within the Proposal or Engagement Letter.
5.3 Accepted Payment Methods: Payment is accepted via ACH, eChecks, and credit cards. Credit card payments incur a 3%processing fee, subject to periodic adjustments. Payment details are available on the Client Portal at www.TheLedgerWay.com. If payment is made by a third-party, authorization confirmation may be required.
5.4 Late Payments: Late payments incur interest at 5% per month from the thirty-first day post-statement issuance or the maximum amount allowable by law. Payments on overdue statements are applied first to the oldest outstanding amount. Unpaid balances over ninety (90) day care automatically sent to collections, and LedgerWay reserves the right to suspend or terminate services for non-payment. Clients are responsible for attorneys' fees and other financing costs incurred in collection activities.
5.5 Fee Adjustments: The firm reserves the right to modify its fees under certain circumstances, including if it becomes evident that the information initially provided by the Client, before executing the Engagement Letter, does not accurately represent the financial activities of the organization or business and LedgerWay provided a flat fee, or an estimate, based on that incorrect information for the Services. Clients will be provided with a 30-day written notice of any fee changes. Additionally, for Monthly Accounting Packages, LedgerWay maintains the right to review and potentially adjust the Fee Schedule on a quarterly basis if there is a noticeable increase in the Client's financial activities. Adjustments ensure fees align with the level of service and complexity required. This review process applies exclusively to Monthly Accounting Packages.
5.6 Package Fees and Additional Services: The fees outlined in the selected Monthly Accounting Package cover a predefined set of services. The Client acknowledges and agrees this fee does not include unlimited email correspondence for matters outside the scope of regular accounting services, such as tax planning, consulting, strategic advice, business formation, business valuation, or other specialized services. These additional services, if required, will be billed according to our hourly rates, if they are not part of the Package selected, at the sole and absolute discretion of LedgerWay. This section applies only to Monthly Accounting Package Clients.
5.7 If your engagement letter reflects a zero balance, no retainer is required, and no payment is due at this time. All professional services will be billed at our standard hourly rates as work is performed.
6. Responsibility for Internal Controls
6.1 The Client is responsible for establishing and maintaining robust internal controls within their organization, including regular monitoring of ongoing activities. While LedgerWay provides specific accounting and advisory functions, the Client acknowledges that LedgerWay does not perform audits, assurance services, or independent verifications of the data submitted. If clarification is needed, LedgerWay may request additional information to ensure the accuracy and completeness of the work provided.
7. Limitations of Engagement Services
7.1 This Agreement is confined to the services explicitly listed within the Proposal or Engagement Letter. The Client acknowledges and agrees that these services are not designed to detect errors, fraud, or illegal activities. If, during the course of work, LedgerWay becomes aware of any material errors, fraud, or illegal acts, the firm will inform the appropriate level of management, except in cases where these are clearly inconsequential. The term "clearly inconsequential" includes minor clerical errors that do not impact overall financial accuracy.
8. Confidentiality
8.1 Both parties shall maintain the confidentiality of non-public information unless disclosure is required by law. LedgerWay reserves the right to terminate the Agreement if the Client breaches confidentiality, including but not limited to unauthorized sharing of internal processes or pricing information.
9. Limitation of Liability
9.1 To the fullest extent permitted by law, LedgerWay’s liability for any claims, losses, or damages arising out of or related to this Agreement shall not exceed the total Fees paid by the Client for the Services giving rise to such claims over the preceding twelve (12)months.9.2 In no event shall LedgerWay be liable for indirect, consequential, punitive, or special damages, including but not limited to loss of profits or data.9.3 LedgerWay retains client records for seven (7)years after service termination unless otherwise required by law. The Client may request a return or destruction of records during this period, provided all Fees have been paid in full.
10. Termination
10.1 LedgerWay may terminate the Agreement under conditions including non-compliance, unpaid invoices, mistreatment of employees, misrepresentation of financial data, or professional obligations. Notices of termination will be provided in writing.
10.2 Clients on Monthly Accounting Packages must provide sixty (60) days’ written notice to terminate and are subject to early termination fees, including 25% of total service fees or 50% if audit support services were provided. Tax preparation fees are due if returns have been prepared at the time of termination.
10.3 Clients on Hourly or Retainer-Based Engagements may terminate with sixty (60) days’ written notice without termination fees.
10.4 Upon termination, all clients must pay outstanding Fees for Services performed up to the termination date.
11. Limitation of Liability
11.1 LedgerWay retains client records for seven (7) years after service termination unless otherwise required by law. The Client may request a return or destruction of records during this period, provided all Fees have been paid in full.
12. Technology Disclaimer
12.1 LedgerWay is not responsible for delays caused by third-party software failures or outages. However, LedgerWay will take reasonable steps to minimize disruptions and inform the Client of alternative solutions when possible.
13. Privacy Policy
13.1 Client data is handled in accordance with LedgerWay’s Privacy Policy, available on our website. By engaging LedgerWay, the Client agrees to the terms of this policy for data protection and usage.
14. Governing Law and Dispute Resolution
14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Disputes shall first be resolved through good-faith negotiation. Unresolved disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association, conducted in Delaware. Arbitration decisions shall be final and binding on both parties, with no further legal recourse permitted.
15. Safeguarding Client Information
15.1 LedgerWay implements stringent safeguards to protect Client Information in compliance with applicable laws.
15.2 Despite these measures, the Client acknowledges inherent risks associated with electronic data communication and consents to LedgerWay’s use of third-party vendors for secure data storage and transmission.
16. Indemnification
16.1 The Client agrees to indemnify and hold harmless LedgerWay, its affiliates, employees, and agents from any claims, damages, or liabilities arising from inaccuracies or delays in Client Information.
17. Recruitment of LedgerWay Personnel
17.1 During and for four (4) years following the engagement, the Client agrees not to hire LedgerWay employees. Breach of this provision incurs a recruitment fee equal to 25% of the employee’s annual salary.
18. Core and Concierge Service Packages Guarantee
18.1 For and Concierge Package clients, LedgerWay guarantees financial statements within thirty (30) or fifteen (15) business days, respectively, if the Guaranteed Requirement is met.
18.2 Delays caused by LedgerWay will result in a 25%fee reduction for the affected month.
19. Duration and Automatic Renewal
19.1 Monthly Accounting Package Agreements renew annually unless the Client provides sixty (60) days’ written notice. Fees increase by 5% or based on Client revenue changes exceeding 25%. 20.2 Hourly or Retainer-Based Engagement fees are reviewed annually and adjusted for inflation or economic factors.
20. Response to Legal Demands
20.1 LedgerWay will notify Clients of legal demands for information and comply unless directed otherwise by the Client’s timely legal actions. LedgerWay requires reimbursement for professional time and expenses incurred.
21. Reimbursable and Additional Expenses
21.1 The Client is required to reimburse LedgerWay for routine operational expenses such as postage, checks, signature stamps, and envelopes. These expenses will be billed monthly alongside the primary services provided.
21.2 For additional expenses beyond regular operational costs, LedgerWay will seek prior written approval from the President of the Client's organization. Documentation supporting these expenses will be provided upon request to ensure transparency.
21.3 In instances where the firm's services necessitate travel by automobile, the Client shall reimburse LedgerWay for mileage. The reimbursement rate will align with the prevailing legal rate as established by the Internal Revenue Service (IRS). This standardization with the IRS rate provides a clear and universally accepted basis for calculating travel expenses.
22. Assurance Services
22.1 LedgerWay does not directly provide assurance services, including audits, reviews, or compilations. Instead, such services are referred to our trusted referral partner, Accounting Management & Advisory Services Inc. ("AMSCPAs," "LedgerWay – CPAs"). By executing an Engagement Letter with LedgerWay for any services requiring assurance, the Client acknowledges and agrees that AMS CPAs will perform the assurance work on LedgerWay’s behalf.
22.2 The Client will not need to sign a separate agreement with AMS CPAs. The referral partner’s credentials, licenses, and professional liability insurance will extend to cover the assurance services provided, ensuring the Client is fully protected. LedgerWay will coordinate all aspects of the service to maintain continuity and ease of process for the Client.
22.3 By engaging LedgerWay, the Client consents to this arrangement and acknowledges that AMS CPAs will be the service provider for assurance-related engagements. LedgerWay remains committed to overseeing the process and ensuring high-quality service delivery.
23. Testimonials and Media Consent
23.1 By engaging LedgerWay, the Client grants LedgerWay permission to use any video or digital testimonials provided by the Client, whether solicited or voluntarily submitted, for promotional purposes.
23.2 The Client agrees that LedgerWay may use these testimonials on its website, social media channels, newsletters, commercials, or other marketing materials.
23.3 The Client acknowledges that these materials maybe edited for clarity or brevity, while maintaining the original intent and message of the testimonial.
23.4 The Client waives any rights to review or approve the final materials prior to their use and agrees not to hold LedgerWay liable for any claims arising from the use of such testimonials in accordance with this section.
24. Consent to Communication and Inclusion in Newsletters
24.1 By signing a Proposal or Engagement Letter with LedgerWay, the Client consents to be contacted by LedgerWay via email, phone, text message, postal mail, and other communication methods regarding their account, updates, and services.
24.2 The Client also agrees to be included in LedgerWay’s newsletters, which may contain updates about services, industry news, or promotional materials. The Client may opt out of receiving newsletters at any time by following the unsubscribe instructions included in the newsletter or by contacting LedgerWay directly.
24.3 LedgerWay will ensure that all communications comply with applicable laws and regulations governing client communications and privacy.
25. Entire Agreement
25.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. By engaging LedgerWay and signing the Proposal or Engagement Letter, the Client acknowledges that they have read, understood, and agreed to these Terms and Conditions.
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