Consulting Services Terms & Conditions
Our Terms and Conditions were last updated on January 2, 2025.
Please read these terms and conditions carefully before using Our Service.
These are the Terms and Conditions governing the use of our Services and the agreement that operates between You, the Client, and Marginbright LLC (“Company”). These Terms and Conditions set out the rights and obligations of all users regarding the use of the Services.
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Scope of Services:
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The Consulting Firm agrees to provide the Client with accounting consulting services (referred to as "Our Services"), which encompass, but are not limited to, the following:
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Offering accounting consulting services pertaining to financial statements, general ledger analysis, and other matters concerning financial reporting;
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Assisting in the preparation of monthly, quarterly, and annual financial statements;
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Providing guidance on the implementation of accounting systems and processes;
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Assisting in the development and analysis of budgets and financial forecasts;
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Offering recommendations to enhance financial processes and controls;
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Conducting thorough reviews and analysis of financial data to identify trends and variances;
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Providing additional accounting consulting services as mutually agreed upon by both parties.
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Exclusions: The Consulting Firm does not offer tax or audit services. Furthermore, the Consulting Firm commits to refrain from providing the Client with any services that necessitate a Certified Public Accountants (CPA) license or comparable qualifications. The Consulting Firm is not a public accounting firm and does not provide services that would require a license to practice public accountancy. The Consulting Firm also undertakes not to provide services that necessitate specific qualifications, licenses, or certifications which the Consulting Firm does not possess.
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Payment for Services:
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Fee Structure: In consideration for the Services provided, the Client agrees to compensate the Consulting Firm at a rate that was predetermined by the Client and the Company, as mutually agreed upon by both parties.
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The Client agrees to promptly settle all invoices upon receipt.
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Payment Method: The Client may choose to pay by check, with a debit or credit card, or with an ACH payment.
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Late Payment: In the event that payment for an invoice is not received within 15 days from the date of the invoice, the Consulting Firm reserves the right to charge a late fee of 10% of the outstanding amount. Furthermore, commencing on the 15th day following the invoice date, the Consulting Firm will apply a monthly interest rate of 1.5% on the outstanding balance until the payment is received.
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Confidentiality and Non-Disclosure:
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Mutual Confidentiality Obligations: During the course of the engagement, both the Consulting Firm and the Client may exchange confidential information, which they both agree to keep confidential and use solely for purposes related to the Services outlined in this Agreement. This obligation persists even after the Agreement's termination.
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Confidential information includes, but is not limited to, trade secrets, financial data, customer details, intellectual property, business strategies, research data, employee information, and non-public contractual details. Anything that could harm either party's business or competitive standing if disclosed is considered confidential.
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However, confidentiality obligations do not apply if the information is already public, becomes public through no fault of either party, or must be disclosed due to legal requirements. In the event of legally compelled disclosure, the disclosing party should notify the other to seek protective measures.
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Ownership and Intellectual Property:
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The Client agrees that any documents, work product, or other materials created by the Consulting Firm in connection with the services provided to Client under this Agreement are the sole property of the Consulting Firm. The Consulting Firm retains all intellectual property rights in such documents, work product, and other materials, subject to the rights granted to Client herein.
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Client acknowledges that the Consulting Firm may have developed or may in the future develop, products, concepts, systems, or techniques that are similar to or compete with the materials created for Client. Client agrees that nothing in this Agreement shall be construed as a restriction on Consulting Firm’s right to develop, use, license, or otherwise exploit any intellectual property rights, except as expressly set forth herein.
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Client’s Responsibilities and Obligations:
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Client agrees to provide Consulting Firm with all necessary information, access, and resources as may be reasonably required to enable Consulting Firm to perform the services under this Agreement. Client agrees to provide all necessary documents, data, and other information to Consulting Firm in a timely manner, and to cooperate fully with Consulting Firm in the performance of the services.
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Client acknowledges that Consulting Firm’s ability to perform the services is dependent upon Client's timely provision of information and access to necessary resources. Client agrees that any delay or failure to provide such information or access may result in delays or additional costs to the project.
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Client represents and warrants that all information provided to Consulting Firm is accurate, complete, and not misleading, and that Client has obtained all necessary consents, licenses, and permissions for Consulting Firm to perform the services under this Agreement.
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Warranties and Guarantees:
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Consulting Firm warrants that all services provided under this Agreement will be performed in a professional and workmanlike manner consistent with industry standards.
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However, Consulting Firm makes no other warranties, express or implied, regarding the services to be provided under this Agreement. In particular, the Consulting Firm makes no warranty that the services provided will meet the specific needs or requirements of the Client or that the services will be error-free.
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Limitation of Liability:
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In no event shall the Consulting Firm be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement or the Consulting Firm’s Services. This includes, but is not limited to, damages such as lost profits, lost savings, loss of data, or any other form of economic loss. This limitation applies to claims based on contract, tort (including negligence), strict liability, or any other legal theory, even if the Consulting Firm has been advised of the possibility of such damages.
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In any event, the total liability of the Consulting Firm under this Agreement shall be limited to the amount of fees paid by the Client to the Consulting Firm under this Agreement. This limitation of liability shall apply regardless of the cause of action or legal theory asserted.
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It is understood and agreed that the limitation of liability specified in this section allocates the risks between the parties and is an essential basis of the bargain. The Client acknowledges and accepts this limitation as a reasonable and necessary element of the Agreement.
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Use of Third-Party Applications
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To deliver services efficiently and effectively, the Consulting Firm may rely on various third-party software, platforms, or tools ("Third-Party Applications"). These may include, but are not limited to, accounting software, financial reporting platforms, cash flow management tools, payroll software, or practice management systems.
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Risk Acknowledgment
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The Client acknowledges that Third-Party Applications operate independently, and while the Consulting Firm selects reputable providers, it cannot control their security measures or reliability.
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Limitation of Liability
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The Consulting Firm is not liable for any losses, damages, errors, or delays caused by:
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Errors or malfunctions of Third-Party Applications.
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Unauthorized access, data breaches, or other security incidents involving Third-Party Applications.
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Changes, updates, or discontinuation of Third-Party Applications.
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Governing Law, Jurisdiction, and Dispute Resolution:
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This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule.
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Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
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The arbitration shall take place in Sacramento, CA, and the language of the arbitration shall be English. The arbitrator(s) shall have no authority to award punitive or exemplary damages, and the parties shall bear their own costs and attorneys' fees. However, if the arbitrator(s) determines that a party has acted in bad faith in initiating or defending an arbitration under this Agreement, then the arbitrator(s) may award attorneys' fees and costs to the prevailing party.
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Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction.
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Changes to These Terms and Conditions
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We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
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By continuing to use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using our Service.
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CONTACT US
If you have any questions about these Terms and Conditions, you can contact us:
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By visiting this page on our website: www.marginbright.com/contact-us
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By sending us an email: info@marginbright.com