Terms & Conditions

These Terms and Conditions (the “Terms”) govern all services (“Services”) provided by LedgerWay, Inc. (“LedgerWay,” “we,” “us,” or “our”) to any client (“Client,” “you,” or “your”). These Terms are incorporated into and form part of any proposal, engagement letter, statement of work, or other written agreement (collectively, the “Agreement”) entered into between LedgerWay and the Client. By executing any Agreement, submitting information or documentation to LedgerWay, or accepting or using any Services, the Client acknowledges and agrees to be bound by these Terms.

1. Definitions. For purposes of these Terms, the following definitions apply. “Agreement” means these Terms together with any proposal, engagement letter, statement of work, schedule, or other written document executed by the parties and any written amendments thereto. “Services” means any and all professional services provided by LedgerWay, including but not limited to accounting, bookkeeping, tax preparation and compliance, tax planning and strategy, advisory and consulting services, payroll processing, accounts payable and accounts receivable support, sales and use tax services, business license and regulatory filings, beneficial ownership information reporting, entity formation and related corporate filings, federal and state audit and examination support, and any related or ancillary services. “Client Information” means all data, documents, records, files, and other materials provided to LedgerWay by or on behalf of the Client or otherwise obtained by LedgerWay in connection with the Services. “Fees” means all amounts payable by the Client to LedgerWay for the Services as set forth in the Agreement or as otherwise communicated in writing. “Confidential Information” means all non-public, proprietary, or confidential information disclosed by one party to the other in connection with the Agreement, whether disclosed orally, in writing, electronically, or otherwise. “Client Portal” means any software, application, or online platform designated or approved by LedgerWay from time to time for secure document upload, communication, task management, and exchange of information between LedgerWay and the Client.

‍2. Scope of Services. LedgerWay shall perform the Services described in the Agreement in accordance with applicable professional standards and these Terms. Any service, workstream, project, or deliverable not expressly identified in the Agreement shall be deemed out of scope and shall only be performed at LedgerWay’s discretion and at additional Fees, which may be billed at LedgerWay’s then-current standard hourly rates or as otherwise agreed in writing. Unless expressly and specifically agreed in writing, LedgerWay’s Services do not constitute an audit, review, compilation, or other assurance engagement, and LedgerWay shall not be required to verify or attest to the accuracy or completeness of any Client Information. LedgerWay is entitled to rely on Client Information without independent verification, except to the limited extent required by professional standards or as otherwise expressly set forth in the Agreement.

3. Client Responsibilities. The Client is solely responsible for the accuracy, completeness, and timeliness of all Client Information and for all management decisions and functions. The Client shall provide LedgerWay, on a timely basis, with all Client Information and access necessary for LedgerWay to perform the Services, including financial records, bank and credit card statements, payroll records, legal and corporate documents, tax notices, prior tax returns, and other relevant information. The Client represents and warrants that all Client Information is true, accurate, complete, and not misleading in any material respect and that the Client has full authority to provide such information to LedgerWay. The Client shall maintain appropriate books and records and internal controls and shall retain all original documents. LedgerWay’s work is based on information provided by the Client, and LedgerWay shall have no responsibility for any consequences, including penalties, interest, or damages, arising from incomplete, inaccurate, or untimely Client Information. The Client shall respond promptly to all LedgerWay requests for information or clarification and shall adhere to any deadlines or timelines communicated by LedgerWay for the submission of information. The Client is responsible for reviewing all reports, returns, financial statements, and other deliverables prepared by LedgerWay and notifying LedgerWay, in writing, of any errors or discrepancies within ten (10) business days of delivery; if the Client fails  so, such deliverables shall be deemed accepted and correct for all purposes, and LedgerWay shall have no liability for any errors that could have been identified upon such review. The Client shall designate at least one individual with suitable skill, knowledge, and authority to oversee the Services, evaluate the results, and accept responsibility for all management decisions, and the Client acknowledges that ultimate responsibility for the adequacy of internal controls, oversight of operations, and compliance with all applicable laws and regulations rests with the Client.

4. Fees, Billing, and Payment Terms. Fees for the Services shall be as set forth in the Agreement or as otherwise communicated in writing by LedgerWay. LedgerWay may charge additional Fees for services that are out of scope, for additional complexity, for corrections or clean-up work, for reconstruction of records, for re-performance caused by errors in Client Information, for rush or expedited work, and for time spent responding to excessive, duplicative, or out-of-scope communications and requests. Unless otherwise stated in the Agreement, LedgerWay may adjust its standard hourly rates and fee schedules annually to account for inflation, market conditions, or economic factors, and such changes shall apply to any Services performed after the effective date of the adjustment. LedgerWay shall issue invoices in accordance with the Agreement, and, unless otherwise specified, all invoices are due and payable upon receipt. Tax returns and other government filings must be paid in full prior to filing, unless LedgerWay agrees otherwise in a signed writing. All Fees are non-refundable once Services have been performed or work has commenced. LedgerWay accepts payment via ACH, electronic check, and major credit cards. Credit card payments may be subject to a processing fee of three percent (3%) of the amount charged or such other rate as LedgerWay may specify from time to time. Any amount not paid when due shall accrue interest at the rate of five percent (5%) per month or the maximum rate permitted by applicable law, whichever is less, from the date due until paid in full. Payments shall be applied first to accrued interest, then to the oldest outstanding principal balance. If any invoice remains unpaid for sixty (60) days or more, LedgerWay may, in its sole discretion, suspend some or all Services, with hold deliverables, and decline to perform further work until all outstanding invoices, interest, and costs are paid in full. If any invoice remains unpaid for ninety (90) days or more, LedgerWay may refer the account to a collection agency or legal counsel, and the Client shall be responsible for all costs of collection, including, without limitation, reasonable attorneys’ fees, court costs, and collection agency fees. LedgerWay reserves the right, upon thirty(30) days’ prior written notice to the Client, to adjust its Fees if the Client’s transaction volume, business activity, complexity, or required level of effort increases materially, or if LedgerWay determines that the information originally provided by the Client at the time of engagement was incomplete, inaccurate, or failed to reasonably describe the nature and scale of the Client’s operations.

‍5. Internal Controls and Management Responsibilities. The Client acknowledges and agrees that LedgerWay is not responsible for establishing or maintaining internal controls, safeguarding assets, ensuring operational effectiveness, or preventing or detecting fraud or other irregularities. The Client retains all responsibility for the design, implementation, and ongoing operation of internal controls, including controls related to the authorization, execution, and recording of transactions; the custody and safeguarding of assets; the prevention and detection of fraud; and the ongoing monitoring of business activities. The Services are not designed to, and do not, provide any assurance on the effectiveness of the Client’s internal controls or on the detection of fraud, embezzlement, or other illegal acts. If LedgerWay becomes aware of information indicating that a material error, fraud, or illegal act may have occurred, LedgerWay may, but is not obligated to, communicate this to an appropriate representative of the Client and may recommend that the Client consult with legal counsel; however, LedgerWay has no duty to investigate or to extend procedures beyond the scope of the Agreement.

6. Limitations of Services. The Services are limited strictly to those described in the Agreement and are not intended to, and shall not be construed to, constitute an audit, review, compilation, or other assurance engagement under generally accepted auditing standards, generally accepted standards for attestation engagements, or any similar professional standards, unless expressly specified in writing and separately agreed. LedgerWay does not express an opinion or any form of assurance on financial statements or other financial information, and no third party should infer such assurance from the Services. The Services do not include legal, investment, insurance, or human resources advice, and LedgerWay does not provide legal representation, legal opinions, or advice on the application of law to specific facts. The Client is urged to consult with its own legal, investment, and other professional advisors on such matters.

7. Confidentiality. Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information solely for purposes of performing or receiving the Services. Neither party shall disclose the other party’s Confidential Information to any third party except to its employees, contractors, advisors, or agents who have a need to know such information for purposes of the Agreement and who are bound by obligations of confidentiality no less restrictive than those contained herein, or as required by law, regulation, court order, or professional standards. LedgerWay may share Client Information with its employees, contractors, and third-party service providers as necessary to perform the Services, subject to appropriate confidentiality and data protection obligations. LedgerWay may also use anonymized and aggregated data, derived from Client Information but not capable of identifying the Client, for internal analytics, benchmarking, and service improvement. Unauthorized disclosure by the Client of LedgerWay’s proprietary methodologies, workflows, pricing, templates, or internal processes shall be deemed a material breach of the Agreement and may, at LedgerWay’s option, result in immediate termination of the Agreement.

‍8. Limitation of Liability. To the fullest extent permitted by applicable law, LedgerWay’s total aggregate liability to the Client for any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Agreement or the Services, whether based in contract, tort, statute, or otherwise, shall not exceed, in the aggregate, the total Fees actually paid by the Client to LedgerWay for the Services giving rise to the claim during the twelve (12) month period immediately preceding the date on which the claim arose. In no event shall LedgerWay be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, loss of business opportunity, or governmental penalties or interest, even if LedgerWay has been advised of the possibility of such damages. LedgerWay shall not be liable for any delay or failure in performance resulting from circumstances beyond its reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, civil disturbances, strikes or labor disputes, government actions, failures or outages of third-party systems or utilities, or interruptions in internet, telecommunications, or software services.

‍9. Indemnification. The Client shall indemnify, defend, and hold harmless LedgerWay, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, demands, suits, actions, proceedings, damages, losses, penalties, interest, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to (a) any inaccurate, incomplete, or misleading Client Information; (b) the Client’s failure to comply with any applicable law, rule, or regulation; (c) the Client’s failure to timely provide required information or approvals; (d) the Client’s misuse or unauthorized disclosure of any deliverables, work product, or Confidential Information of LedgerWay; or (e)any third-party claim relating to the Client’s business, operations, or practices, except to the extent finally determined to have resulted directly and solely from LedgerWay’s gross negligence or willful misconduct.

‍10. Term and Termination. The Agreement shall commence on the effective date stated in the Agreement and shall continue until terminated in accordance with this section and Section 19. Either party may terminate the Agreement, with or without cause, upon at least sixty (60) days’ prior written notice to the other party, subject to any initial term and renewal structure described in Section19. LedgerWay may terminate the Agreement immediately upon written notice if the Client fails to pay any undisputed invoice when due, engages in abusive or inappropriate behavior toward LedgerWay personnel, misrepresents or conceals material financial information, requests or directs LedgerWay to participate in or support any unlawful or unethical activity, or otherwise materially breaches the Agreement and fails to cure such breach within a reasonable time if curable. Upon any termination, the Client shall pay LedgerWay for all Services performed and expenses incurred through the effective date of termination, including for work in progress and for time spent transitioning or returning Client Information at the Client’s request. After termination, LedgerWay shall have no obligation to perform further work, to file any returns or reports, or to meet any deadlines, and LedgerWay shall not be liable for any resulting penalties, interest, or damages. LedgerWay may, in its discretion, withhold deliverables, tax returns, or other work product until all outstanding Fees, interest, and reimbursable expenses are paid in full.

11. Record Retention. LedgerWay may, but is not required to, retain copies of Client records and workpapers for a period of approximately seven (7) years after termination of the Agreement or such longer period as may be required by law or professional standards, after which such records may be destroyed without further notice to the Client. LedgerWay does not agree to act as a records custodian for the Client. The Client remains solely responsible for maintaining its own original books, records, and documents. Upon written request and provided that the Client’s account is current and paid in full, LedgerWay will provide copies of available records and deliverables to the Client within a reasonable time, but LedgerWay reserves the right to charge a reasonable fee for retrieval, copying, and transmission.

12. Technology, Third-Party Platforms, and Electronic Communications. The Client acknowledges that LedgerWay may utilize third-party software, applications, hosting providers, and other technology platforms for accounting, document management, payroll, e-filing, communications, and storage, and that the use of such systems inherently involves risks, including service outages, security incidents, and data loss. LedgerWay will use commercially reasonable efforts to select reputable vendors and to implement reasonable safeguards but does not guarantee the continuous availability or security of any third-party system. LedgerWay shall not be responsible for delays, disruptions, or damages caused by the failure, outage, or security breach of any third-party system, service, or provider. The Client authorizes LedgerWay to communicate electronically, including via email, messaging platforms, telephone, SMS, and client portals, and acknowledges that such communications may involve certain risks, including interception or unauthorized access. The Client agrees that LedgerWay shall have no liability for any interception or unauthorized access that occurs despite LedgerWay’s reasonable safeguards.

13. Governing Law and Dispute Resolution. The Agreement, these Terms, and any dispute arising out of or relating to the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. Any dispute, claim, or controversy arising out of or relating to the Agreement, the Services, or these Terms, including the interpretation, breach, termination, or validity thereof, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules then in effect. The arbitration shall be conducted in Delaware before a single arbitrator knowledgeable in commercial and professional services disputes. The arbitrator shall have the authority to award monetary damages consistent with the limitations of liability set forth herein but shall have no authority to award punitive or exemplary damages. The decision and award of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs, except as otherwise provided by these Terms or the arbitrator’s award. Nothing in this section shall prevent LedgerWay from seeking equitable relief, including injunctive relief, in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

‍14. Non-Solicitation of Personnel. During the term of the Agreement and for a period of two (2) years following its termination, the Client shall not, directly or indirectly, solicit, recruit, hire, or engage as an employee, contractor, or consultant any individual who is or was employed or engaged by LedgerWay in connection with the Services, without LedgerWay’s prior written consent. If the Client breaches this provision, the Client shall pay LedgerWay, as liquidated damages and not as a penalty, an amount equal to twenty-five percent (25%) of the employee’s or contractor’s annualized compensation at the time of separation from LedgerWay. The parties agree that such amount constitutes a reasonable pre-estimate of the damages and costs that LedgerWay would incur as a result of the breach, including costs related to recruitment, hiring, and training of replacement personnel.

15. Legal and Regulatory Demands. If LedgerWay receives any subpoena, summons, court order, governmental, regulatory, or other legal demand requesting Client Information, work papers, or records relating to the Client, LedgerWay may, to the extent permitted by law, notify the Client and may respond as it reasonably deems appropriate or as required by law. The Client agrees to reimburse LedgerWay for all time spent by LedgerWay personnel and all out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to any such demand, regardless of whether the demand is initiated by the Client, a third party, or a governmental or regulatory authority.

‍16. Reimbursable Expenses. In addition to Fees for Services, the Client shall reimburse LedgerWay for reasonable and customary out-of-pocket expenses incurred in connection with the Services, including, without limitation, postage, printing, courier and delivery charges, check stock, envelopes, signature stamps, government and filing fees, and mileage or travel at prevailing Internal Revenue Service rates or as otherwise agreed. For significant or non-routine expenses, LedgerWay may request the Client’s prior approval. LedgerWay may invoice such expenses separately or include them on regular invoices, and such amounts shall be payable in accordance with the same terms as Fees.

‍17. Entire Agreement; Amendments. These Terms, together with the Agreement and any schedules or written amendments, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous proposals, understandings, representations, and agreements, whether written or oral, relating to such subject matter. No amendment, modification, or waiver of any provision of these Terms or the Agreement shall be effective unless in writing and signed by an authorized representative of LedgerWay. The failure of either party at any time to require performance by the other of any provision shall not affect the right to require such performance at any later time, nor shall the waiver by either party of a breach of any provision be deemed a waiver of any subsequent breach of the same or any other provision.

18. Severability and Assignment. If any provision of these Terms or the Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. The Client may not assign, delegate, or transfer its rights or obligations under the Agreement or these Terms, whether by operation of law or otherwise, without the prior written consent of LedgerWay. LedgerWay may assign or transfer the Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets, without the Client’s consent.

19. Initial Term; Automatic Renewal and Annual Fee Increases. For all new Clients, unless expressly stated otherwise in the Agreement, the initial term of the Agreement shall be one (1) year from the effective date specified in the Agreement. At the end of the initial term, and at the end of each subsequent one-year term, the Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term, or the Agreement is otherwise terminated in accordance with Section 10. Upon each automatic renewal, Fees for recurring Services shall automatically increase by five percent (5%) over the Fees in effect during the preceding term, unless LedgerWay notifies the Client in writing of a different renewal fee schedule. LedgerWay may propose a higher or otherwise adjusted renewal fee schedule to reflect changes in the complexity, scope, or volume of the Client’s work or operations. In such case, LedgerWay will communicate the revised renewal Fees to the Client, and, unless the Client provides timely notice of non-renewal as provided above, the Agreement shall renew at the revised Fees.

‍20. Assurance Services with AMSCPAs. LedgerWay does not directly provide assurance services, including audits, reviews, or compilations, unless expressly agreed in writing. To the extent the Client requires assurance services in connection with the Services, the Client acknowledges and agrees that such services may be performed by Accounting Management & Advisory Services Inc. or another similarly qualified CPA firm (collectively, “AMSCPAs”) as LedgerWay’s referral partner. By entering into an Agreement with LedgerWay for any engagement that involves or requires assurance services, the Client authorizes LedgerWay to coordinate with AMSCPAs and to share Client Information necessary for AMSCPAs to perform such services. The Client understands and agrees that AMSCPAs will provide the assurance services and that AMSCPAs’ professional credentials, licenses, and professional liability insurance will apply to such assurance services. The Client is not required to sign a separate engagement letter directly with AMSCPAs unless requested by AMSCPAs, and LedgerWay may, at its option, include the AMSCPAs assurance services within the scope of the Agreement for billing and coordination purposes. LedgerWay will oversee and coordinate the relationship with AMSCPAs to facilitate a streamlined client experience, but any assurance opinion or report is issued solely by AMSCPAs, and LedgerWay shall not be deemed to have provided assurance services or to have expressed any audit, review, or compilation opinion.

‍21. Testimonials and Media Consent. From time to time, the Client may provide LedgerWay with written, audio, video, or digital testimonials, reviews, feedback, case studies, or similar materials describing the Client’s experience with the Services (collectively, “Testimonials”). By voluntarily providing any Testimonial, the Client grants LedgerWay a worldwide, perpetual, irrevocable, royalty-free, and transferable license to use, reproduce, modify for clarity or length (without altering the substance), publish, display, perform, and distribute the Testimonial, in whole or in part, in any and all media now known or hereafter developed, including but not limited to LedgerWay’s website, social media channels, online advertising, newsletters, presentations, and promotional materials. To the extent a Testimonial includes the Client’s name, logo, or likeness, the Client consents to LedgerWay’s use of such name, logo, or likeness in connection with the Testimonial as reasonably necessary for promotional purposes. The Client waives any right to review or approve the final form of any materials incorporating a Testimonial, and waives any claims based on alleged misappropriation of name or likeness, right of publicity, or similar theories, provided that LedgerWay’s use is consistent with this Section21.

‍22. Consent to Communication and Inclusion in Newsletters. By entering into the Agreement and providing contact information to LedgerWay, the Client expressly consents to receive communications from LedgerWay relating to the Client’s account, the Services, billing, deadlines, regulatory updates, and similar operational matters, through any reasonable means, including email, telephone, text message (SMS/MMS), postal mail, messaging applications, and client portals. The Client further agrees that LedgerWay may include the Client’s contact information on distribution lists for newsletters, educational content, industry updates, event invitations, and promotional communications regarding LedgerWay’s services, provided that the Client may opt out of receiving non-essential marketing or newsletter communications at any time by following the unsubscribe instructions included in such communications or by contacting LedgerWay directly. Notwithstanding any opt-out, LedgerWay may continue to send the Client communications that are transactional, service-related, or legally required.

By entering into an Agreement with LedgerWay orby accepting or using any Services, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions.