Terms and Conditions
These Terms of Service (“Terms of Service”) govern the relationship between Proficient CFO, LLC (“Proficient CFO”) and their clients (“Client”) who enter into an agreement to receive professional finance and accounting consulting services or placement services from Proficient CFO (a “Services Agreement”). These Terms of Service are incorporated into each Services Agreement. By signing a Services Agreement or otherwise receiving services from Proficient CFO, the Client agrees to be bound by these Terms of Service.
1. Independent Contractor Relationship
Proficient CFO, and its representatives, act as independent contractors and not as agents, partners, employees, or representatives of the Client. Nothing in these Terms of Service or the Services Agreement creates a partnership, joint venture, employment, or fiduciary relationship between the parties.
2. Confidentiality
Proficient CFO will maintain the confidentiality of all Client information accessed during the provision of services, except as required by law or court order, or with Client’s written consent. Any work product created by Proficient CFO and paid for by the Client is the property of the Client. Proficient CFO agrees to treat Client information with the same level of protection as its own confidential information.
3. Accuracy of Client Information
Proficient CFO relies on the accuracy and completeness of the information provided by the Client. The Client is responsible for ensuring that this information is accurate and timely. Proficient CFO is not liable for errors resulting from inaccurate or incomplete information provided by the Client. The Client agrees to promptly inform Proficient CFO of any suspected errors.
4. Payment Terms
Fees and expenses must be paid as outlined in the Services Agreement. Unpaid fees after ten (10) days from the due date will incur interest at 1.5% per month. Proficient CFO may assign unpaid balances to a collection agency, report non-payment to credit bureaus, or pursue legal action. The Client agrees to pay all costs of collection, including agency fees, court costs, and attorney fees. Standard Hourly Rates may increase annually by up to ten percent (10%). Deposits remaining unused after twelve months are non-refundable.
5. Background Checks
Proficient CFO conducts background checks on its personnel. If a new consultant is hired for the Client, Proficient CFO will notify the Client if the consultant does not meet Proficient CFO’s standards.
6. Termination
Either party may terminate the Services Agreement with thirty (30) days’ written notice for any reason, or five (5) days’ notice for a material breach that remains uncured. Immediate termination is possible for acts of fraud, gross negligence, or insolvency. Upon termination, the Client is responsible for fees incurred up to the termination date. Confidentiality obligations survive termination for three (3) years.
7. Return or Destruction of Client Information
Upon termination, Proficient CFO will return or destroy all Client information, except for records necessary to maintain for legal purposes. Proficient CFO deletes non-essential records after six (6) months. The Client should save all important records independently.
8. Indemnification
The Client agrees to indemnify Proficient CFO against claims arising from the Client’s errors, omissions, or inaccuracies in provided information, except in cases of Proficient CFO’s gross negligence or willful misconduct. Proficient CFO will also indemnify the Client against claims resulting from physical injury or property damage caused by Proficient CFO’s gross negligence.
9. Limited Warranty
Proficient CFO warrants that services will be performed professionally and competently. All other warranties, express or implied, are disclaimed. Advice or opinions about future outcomes are not guaranteed.
10. Tax Filings
The Client is responsible for the accuracy of any tax filings. Proficient CFO relies on the Client to review and approve all tax documents before submission.
11. Funding Applications
Proficient CFO assists with funding applications based on information provided by the Client. The Client is responsible for the accuracy of this information, and Proficient CFO does not guarantee funding approval.
12. Limitation of Liability
Proficient CFO is not liable for special, incidental, indirect, punitive, or consequential damages. Total liability is limited to the fees paid by the Client in the twelve (12) months preceding the event giving rise to the liability.
13. Force Majeure
Proficient CFO is not liable for delays or non-performance due to causes beyond its reasonable control, such as natural disasters, acts of war, or government actions.
14. Integration and Severability
These Terms of Service and the Services Agreement constitute the entire agreement between the parties, superseding all prior agreements. Amendments must be in writing. If any term is unenforceable, the remaining terms remain in effect.
15. Assignment
Neither party may assign the Services Agreement without written consent from the other, except Proficient CFO may assign to an affiliate or acquirer of substantially all its assets.
16. Modifications
Proficient CFO may update these Terms of Service at any time. Changes become effective upon posting on Proficient CFO’s website. Continued use of services signifies acceptance of the updated terms.
17. Arbitration
Disputes, except for claims for injunctive relief, shall be resolved by arbitration in [City], [State], according to the American Arbitration Association’s rules.
18. Legal Disputes
In legal disputes, the prevailing party is entitled to recover costs and expenses, including attorney fees and court costs.
19. Miscellaneous Expenses
If out-of-town work is required, the Client will reimburse Proficient CFO for travel and lodging expenses, plus a per diem for meals. If overtime pay is required by law, the Client will reimburse Proficient CFO for these costs.
20. Intellectual Property
Any work product created by Proficient CFO remains the property of Proficient CFO until fully paid for by the Client. Upon payment, ownership transfers to the Client. Proficient CFO retains the right to use any general knowledge, skills, and experience gained during the project.
21. Use of Subcontractors
Proficient CFO may use subcontractors to perform any part of the Services. Proficient CFO remains responsible for the quality of subcontracted work and compliance with these Terms of Service.