Terms and Conditions of Service

Clear expectations make for a great working relationship. These terms explain how we work together, what you can count on from us, and what we need from you. If anything here is unclear, please reach out. We are happy to walk through it with you.

Section 1Introduction and Scope

These Terms and Conditions of Service ("Terms") apply to the services provided by Pro Balanced Books, Inc. ("Pro Balanced Books," "we," "us," or "our") to you, our client ("Client," "you," or "your").

These Terms apply to all of our engagements, including monthly bookkeeping services, cleanup and catch-up projects, and advisory work such as cash flow projections, financial analysis, and KPI reporting.

Your signed Engagement Letter and Agreement ("Engagement Letter"), including its schedules and any signed Change of Service Requests, works together with these Terms. Together, they make up our agreement. If anything in these Terms conflicts with your Engagement Letter, your Engagement Letter controls.

By signing an Engagement Letter that references these Terms, or by continuing to receive services after being notified of these Terms or any update to them, you agree to these Terms.

Section 2Our Services

2.1 What is included. The services in your engagement, your fees, and your delivery timelines are listed in your Engagement Letter. We perform only the services listed there, at the intervals listed there.

2.2 Additional work. If you need something that is not included, we will give you a quote first. Work begins only after we agree on the price and you sign a Change of Service Request or updated Engagement Letter through our electronic signature system.

2.3 Prior periods. Monthly engagements begin with the period stated in your Engagement Letter. We do not work on earlier periods unless you request it and we agree in writing. Prior period work is billed at your monthly rate unless it is quoted separately as a cleanup project.

2.4 Your review and approval. You will have the opportunity to review and approve the journal entries, transaction classifications, and account codes we set up or change.

2.5 Advisory work. Cash flow projections, forecasts, and financial analysis are based on the information available at the time and on assumptions about future events. Actual results will differ, and the differences can be significant. Our advisory work is meant to support your decisions. The decisions themselves, and their results, remain yours.

2.6 Software subscriptions. QuickBooks Online and other software subscriptions your business needs are not included in our fees unless your Engagement Letter says otherwise. They are paid directly to the software provider.

Section 3What Our Services Do Not Include

Our engagements do not include:

• Audits, reviews, or any other engagement that provides assurance on your financial statements
• Tax return preparation, tax planning, or tax advice
• Legal advice
• Evaluating or reporting on your internal controls

The financial statements we prepare are for your internal management use. They are not audited or reviewed, we do not express an opinion or provide any form of assurance on them, and the disclosures normally included with financial statements are omitted. If you share them with a lender, investor, or other third party, they should be clearly labeled "Unaudited."

We are always happy to coordinate with your tax professional or attorney and provide the reports they need.

Section 4Use of Artificial Intelligence

We use artificial intelligence (AI) tools to improve the accuracy, efficiency, and quality of the work we deliver. We believe you should know how.

4.1 How we use AI. AI tools support our team in areas such as:

• Document and data processing: extracting and organizing information from receipts, statements, and other records you provide.
• Transaction categorization and reconciliation: including AI features built into QuickBooks Online and similar platforms.
• Reports and analysis: helping us organize your numbers, spot trends such as a jump in expenses from last month, and put together the first version of your monthly reports. We check every number and comment before you see it.
• Emails and updates: helping us write a first draft of routine messages, such as questions about transactions we need help categorizing or your month-end update. A member of our team reviews and edits every message before it is sent.

4.2 The tools we use. Some of the main tools we use to serve your account, and how each one uses AI, include:

• Double: our practice management software and secure client portal, where we share documents, send you questions, and track your monthly work. Its AI features help us review transactions and prepare questions for you.
• QuickBooks Online: the accounting software where your books are kept. Its built-in AI features help us match and categorize transactions and reconcile your accounts.
• Zoom: our video meeting platform. Client meetings are recorded, and an AI note taker creates a summary, notes, and action items so we can focus on you instead of taking notes. You will see a notice when a meeting is being recorded. Please avoid sharing patient or client health information during meetings.
• Google Workspace (Gmail): our email platform. Its built-in AI features may help us draft, polish, or summarize emails. A member of our team reviews every email before it is sent.
• Claude (by Anthropic): an AI assistant that helps us run the day-to-day side of our firm, such as tracking open tasks, flagging items that need follow-up, and keeping your monthly work on schedule. It also helps us organize information and prepare first drafts of reports and routine messages. A member of our team reviews everything it helps with.

We may add or change tools over time, and we will keep this list current.

4.3 Human review. AI supports our professional judgment. It does not replace it. A qualified member of our team reviews and approves all AI-assisted work, including categorized transactions, reports, and client communications, before it is finalized or sent to you. We take full professional responsibility for the work we deliver.

4.4 Your data. Keeping your information safe is a priority, including when we use AI. The AI tools we use come from established providers, and we choose them with privacy and security in mind. When one of these tools helps with your work, your information is protected by that provider's privacy and security standards, just like the other software we use on your account. We never use your financial data to train AI models, and we never sell your data.

4.5 Your acknowledgment. AI tools are part of how our team works on your behalf, so we are not able to offer an opt out of AI-assisted workflows. Your agreement to these Terms covers our use of AI as described in this section, without separate consent each time. If our AI practices change in a meaningful way, we will let you know in writing in advance.

Section 5Fees, Billing, and Payment

5.1 Fees. Your fees are listed in your Engagement Letter. Monthly services are billed at a fixed monthly rate. Onboarding fees are due before services begin. Cleanup and advisory projects are billed as stated in your Engagement Letter or project quote.

5.2 Automatic payments. Monthly fees are charged automatically on the 1st of each month for that month's services, using the bank account or credit card on your Recurring Payment Authorization. If the 1st falls on a weekend or holiday, payment may process on the next business day.

5.3 Late or returned payments. If payment is not received within 7 days of its due date, we may pause services or end the engagement. If an ACH payment is returned for non-sufficient funds (NSF), we may attempt the payment again within 15 days, and a $20 fee applies to each returned attempt.

5.4 Collection costs. You are responsible for the costs of collecting unpaid balances, including legal fees.

5.5 Fee changes. We give at least 30 days' written notice before a fee change takes effect. If you do not wish to continue at the new rate, the engagement will end at the close of the 30 day notice period. Continuing to receive services after the effective date means you accept the new rate.

Section 6Your Responsibilities

Accurate, on-time books are a partnership. You agree to:

• Provide complete and accurate records, documents, and information, and share all information that is relevant to your books
• Provide requested documents, statements, and access to accounts and people in a timely manner
• Respond to our questions, generally within 3 to 5 business days
• Review the reports and items we send for your review or approval
• Tell us promptly about changes to your business, such as new bank or credit card accounts, loans, ownership changes, or new locations
• Make sure any account access you give us is authorized, and give us our own user access where the platform allows instead of sharing your personal login

Our delivery timelines, such as financial statements by the 10th business day of the following month, depend on receiving your information on time. Delays in receiving information may shift our delivery dates.

You are responsible for the accuracy and completeness of the information you give us and for the business decisions you make. We rely on the information you provide without verifying it. Our work cannot guarantee the detection of errors, fraud, or illegal acts, although we will tell you about any material errors or illegal acts we identify unless they are clearly inconsequential. Our work does not include identifying or reporting on weaknesses in your internal controls. We are not responsible for errors, missed deadlines, penalties, or fees that result from incomplete, inaccurate, or late information.

Section 7Confidentiality and Data Security

7.1 Our commitment. We keep your information confidential. We will not disclose it except as needed to provide our services, as required by law, regulation, court order, or government authority, or with your written consent.

7.2 Service providers. To deliver our services, we may share your information with trusted third-party service providers, such as software platforms, consultants, administrative support, and developers. We work with established providers and require those who receive your information to protect it and use it only for the services they perform for us. If you have concerns about this, please let us know.

7.3 Security practices. We use reasonable administrative, technical, and physical safeguards to protect your information, including secure, password-protected access to client files and software, access limited by team role, and secure destruction of physical documents when they are no longer needed.

7.4 Client portal and email. We provide a secure client portal for sharing documents and sensitive information, and we ask that you use it for anything confidential. Email can be intercepted or misdelivered, so we cannot guarantee its security. We are not liable for any loss or damage resulting from email transmissions, including interception or unintended disclosure.

7.5 Industry privacy requirements. Some industries, such as health care and legal services, have additional privacy and confidentiality rules. You are responsible for making sure the information you share with us meets the requirements that apply to your business. We only need the financial information required to keep your books, so please leave out details we do not need. For example, please share revenue reports without diagnoses or treatment details, and billing or trust account records without case notes or other privileged information. If your practice is subject to HIPAA and you need a Business Associate Agreement (BAA), we are happy to sign one with you. Even with a BAA in place, please share only the minimum information needed to keep your books. If your industry requires greater privacy or security protections than those described here, you agree to indemnify and hold us harmless from claims arising from your failure to meet those requirements.

7.6 Data breach. If we confirm a data breach affecting your information, we will notify you in writing as promptly as reasonably possible and work with you to address it.

Section 8Records and Ownership

8.1 Your records. Your original documents, your QuickBooks Online file, and the financial statements and reports we prepare for you belong to you. We may keep a reasonable number of copies for our workpapers. If you give us paper documents, we will return the originals when our work is complete. You may request the records you provided to us at any time.

8.2 Record retention. Your books are kept in your own QuickBooks Online file and other software accounts. You are responsible for keeping your business records for as long as the law requires, including deciding whether to keep paper originals or rely on digital copies. We may use third-party applications to deliver parts of our services, such as storing bills or documents. We are not responsible for record retention within those applications, even if we cover some or all of their cost.

8.3 Our materials. We own the tools, templates, processes, documents, and other materials we developed before working with you, as well as new ones we create during your engagement, other than your financial statements and reports. You may use the materials we provide only within your business, and you may not copy, share, or distribute them to anyone outside your business.

Section 9Term and Termination

9.1 Term. Your engagement begins when you sign your Engagement Letter. Monthly engagements continue month to month until either of us ends them or they are replaced by a new agreement. Project engagements end when the project is complete.

9.2 Ending the engagement. Either of us may end the engagement with 30 days' written notice. You are responsible for fees for work performed through the end of the engagement at the agreed rates. We may apply any deposits or payments already received to amounts owed.

9.3 Ending sooner. We may pause services or end the engagement sooner, with written notice, if payment is more than 7 days late, if requested information is repeatedly not provided, if conduct toward our team is abusive or threatening, or if these Terms are otherwise materially breached.

9.4 Transition. When the engagement ends, we will remove our access to your accounts, return any records you provided to us, and make reasonable efforts to support a smooth handoff to you or your new provider. Transition work beyond that may be billed at our current rates.

Section 10Our Service Commitment

We stand behind our work. If you are ever unhappy with our services, please tell us right away so we can address your concerns. If needed, we will work with you to agree on a fair payment for the completed services.

Section 11Indemnification

You agree to compensate Pro Balanced Books for any monetary losses, including attorney's fees, that result from your negligence, intentional misconduct, or failure to meet your obligations under these Terms or your Engagement Letter.

Section 12Limitation of Liability

To the fullest extent permitted by law, Pro Balanced Books' total liability for any claim arising from our services will not exceed 200% of the fees you paid for the engagement. This is your sole remedy. We are not liable for indirect, incidental, special, or consequential damages, including lost profits and third-party claims. We are also not liable for errors or penalties resulting from inaccurate or incomplete information you provide, errors in third-party software platforms, or events outside our reasonable control.

Section 13Dispute Resolution and Governing Law

If a concern comes up, please contact us first so we can work it out together in good faith. If we cannot resolve it informally, both parties agree to try mediation before starting any legal action.

These Terms and your Engagement Letter are governed by the laws of the State of California, without regard to its conflict of law rules. Any legal action must be brought in the state or federal courts located in California, and both parties consent to the jurisdiction of those courts. If either party brings legal action concerning our services, the prevailing party is entitled to recover reasonable attorney's fees and costs.

Section 14Changes to These Terms

We may update these Terms from time to time. We will notify you by email at least 30 days before any material change takes effect, and the "Last Updated" date at the top of this page shows when the Terms last changed. Continuing to receive services after the effective date means you accept the updated Terms. If you do not agree with a change, you may end the engagement as described in Section 9.

Changes to the services or fees in your Engagement Letter still require a signed Change of Service Request or updated Engagement Letter, except for fee changes made with notice under Section 5.5.

Section 15General Provisions

• Entire agreement: These Terms, together with your Engagement Letter, its schedules, and any signed Change of Service Requests, make up the entire agreement between us and replace any prior agreements, discussions, or understandings about our services.
• Severability: If any part of these Terms is found to be unenforceable, the rest remains in full effect.
• No waiver: Not enforcing a provision at one time does not waive our right to enforce it later.
• Assignment: You may not transfer your rights or obligations under this agreement without our written consent.
• Events outside our control: Neither party is responsible for delays caused by events outside its reasonable control. This does not excuse payment obligations.
• Electronic communications: Notices sent by email to the address on file count as written notice, and electronic signatures are as valid as handwritten ones.