Terms & Conditions

1. Scope of Services

1.1 Onboarding Requirements. Onboarding will not commence until all requested information from the Onboarding Checklist is received from the Client.

1.2 Receipt Handling and Source Documentation. The Client may elect one of two options for receipt management: (a) Client-Managed: The Client is solely responsible for retaining, managing, and providing all necessary receipts to Neve Services; or (b) Neve-Collected: Neve Services will collect and attach receipts to transactions on the Client’s behalf. Additionally, during the course of the engagement, the Client may authorize a 'No Receipt Needed' policy for recurring digital transactions (e.g., software subscriptions, utility bills). Under this policy, Neve Services will process these recurring transactions without a physical receipt, provided the invoices can be readily retrieved online from the third-party vendor in the event of an audit.

1.3 Scope and Statement of Work Changes. Any change to the scope of Services or the Statement of Work must be requested in writing (email is acceptable) and, if agreed, will result in an adjustment to fees and/or timelines. No change is effective and no new or modified services will commence until the parties execute a written, signed addendum.

1.4 Financial Statement Disclaimer. Financial statements and reports are prepared for management use only based on information provided by the Client. These are not audits, reviews, or compilations conducted in accordance with professional accounting standards. Neve Services expressly disclaims any liability for third-party reliance on these reports, and Client agrees not to distribute them to lenders, investors, or regulators without Neve Services' prior written consent.

1.5 Client Documentation. The Client agrees to provide all source documentation to Neve Services in a timely manner, and no less than monthly. Timely documentation is essential for Neve Services to produce accurate and current financial statements. If source documentation is not received within three (3) months of a transaction, Neve Services will post the transaction to an ‘Uncategorized Asset’’ clearing account on the Balance Sheet and flag it as missing documentation.

1.6 No Audit; Errors and Fraud. Neve Services will not audit, review, or otherwise verify the documents and information the Client provides for accuracy or completeness, and the Client agrees not to refer to Neve Services’ work as an audit or review. Neve Services will rely on the accuracy and completeness of the documents and information provided by the Client, and this engagement cannot be relied upon to disclose errors, fraud, or other illegal acts that may exist. Neve Services may ask the Client for clarification of information provided and will inform the Client of any material errors, fraud, or other illegal acts that come to its attention, unless they are clearly inconsequential.

1.7 Internal Controls. Neve Services has no responsibility to identify or communicate significant deficiencies or material weaknesses in the Client’s internal controls, and this engagement cannot be relied upon to make disclosure of such matters. The Client is responsible for adopting sound accounting policies, maintaining an adequate and efficient accounting system, safeguarding assets, authorizing transactions, retaining supporting documentation for those transactions, and devising a system of internal controls that will, among other things, help assure the preparation of proper financial statements.

2. Fees and Payment

2.1 Monthly Fees. Mutually agreed fixed monthly fees for accounting services and software subscriptions will be automatically debited on the 1st of each month from Client’s business bank account. By engaging Neve Services, the Client authorizes Neve Services to initiate ACH debit entries for the mutually agreed fees and subscriptions on the Client’s behalf.

2.2 Invoice Terms. Invoices are issued on the 1st of each month and are due upon receipt.

2.3 Annual Adjustment: To maintain service quality and account for inflation, an annual cost-of-living adjustment will be applied based on prevailing industry standards.

2.4 Transition Assistance. In the event of termination by either party, offboarding tasks required for an orderly transition are billable. The Client agrees to a final charge equal to two (2) months of the standard monthly fee to cover these services.

2.5 Fee Modifications. Neve Services reserves the right to modify its standard monthly fees and hourly rates. Neve Services will provide the Client with at least thirty (30) days' written notice prior to any fee increase taking effect. Continued use of Neve Services' services following the notice period constitutes the Client's acceptance of the updated fees, and no newly signed engagement letter or addendum shall be required. If the Client does not agree to the fee increase, they may terminate this Agreement in accordance with Section 8.

3. Software and Third Party Tools

3.1 Software Subscriptions: All software subscriptions are maintained under the Neve Services, LLC firm umbrella. Upon termination of this Agreement, account ownership will be transferred to the Client, contingent upon the settlement of all outstanding invoices. The Client acknowledges that, for subscriptions maintained under the Neve Services firm umbrella, Neve Services is the "Subscriber" of record that controls access rights to, and is responsible for payment of, each subscription under the applicable provider’s terms of use. Pending transfer of ownership — including during any fee dispute — Neve Services will maintain the Client’s user access so that the Client can continue daily business operations provided that is any invoice remains unpaid for more than forty-five (45) days, Neve Services reserves the right to suspend or terminate access to such software subscriptions without liability for data loss.

3.2 Platform Transition Notice: If the Client is switching to new accounting software platforms, a billable 30-day notice is required for each current platform.

3.3 Third-Party Provider Disclaimer. Neve Services utilizes various third-party software providers to deliver services. The Client agrees that Neve Services is not liable for data breaches, service interruptions, or losses arising from the failure, negligence, or security incidents of any third-party software provider.

3.4 Force Majeure and Service Interruptions. Neve Services is not responsible for delays or failures in service delivery caused by third-party software outages, internet service disruptions, cyberattacks affecting third-party providers, or other events beyond Neve Services' reasonable control.

4. Data Security and Confidentiality

4.1 Security Measures. Neve Services shall maintain and implement reasonable and appropriate security measures designed to protect the confidentiality and integrity of Client data, consistent with the firm's size and nature of services. The Client acknowledges that these measures, while robust, cannot guarantee absolute security against all cyber threats.

4.2 Client Security Responsibilities. Client agrees to:

Enable multi-factor authentication (MFA) on all shared systems (Google Workspace, Xero, QuickBooks Online, BILL, Gusto) and maintain unique, non-shared passwords.
Immediately notify Neve Services of any suspected compromise of Client-controlled credentials or unauthorized access.
Grant Neve Services and its contractors only the minimum access roles necessary to perform services, and revoke access within 48 hours of termination.

4.3 Use of Independent Contractors. The Client agrees and acknowledges that Neve Services may utilize independent contractors to perform services under this Agreement, and that such contractors may have access to Client data as necessary to perform their duties. Neve Services shall require its contractors to execute confidentiality agreements and undergo security training equivalent to employees.

4.4 Email Communication. Neve Services may communicate with the Client or others via email. Emails can be intercepted, read, disclosed, or otherwise used by unintended third parties, or may not be delivered only to the parties to whom they are directed. Neve Services specifically disclaims any liability or responsibility for interception or unintentional disclosure of emails transmitted in connection with this engagement, and the Client agrees that Neve Services shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

4.5 Document Storage; Original Records. Documents sent to Neve Services are stored in secure cloud storage. It is the Client’s responsibility to keep all original documents. Neve Services is not responsible for the Client’s company documentation other than to store copies in the cloud during the engagement. The Client will have direct access to cloud documents but is advised to retain all original records.

5. Data Breach Notification

5.1 Notification Timeline. In the event Neve Services confirms a data breach affecting Client PII or financial data, Neve Services will notify the Client within 30 days of discovery as required by RCW 19.255.010.

5.2 Client Cost Responsibility. The Client agrees to be solely responsible for all costs and responsibilities associated with regulatory notification, credit monitoring, and other mitigation efforts required by law, unless the breach is determined to be solely caused by the gross negligence or willful misconduct of Neve Services.

5.3 Client-Credential Breach Liability. The Client assumes liability for any claims or costs resulting from data breaches caused by the Client's failure to implement or maintain industry-standard administrative, technical, or physical safeguards, including the misuse or compromise of Client-controlled credentials for shared systems.

6. Limitation of Liability

6.1 Liability Cap. Neve Services, LLC's liability for all claims, losses, and damages arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to Neve Services, LLC for the services during the twelve (12) months immediately preceding the event giving rise to the liability.

6.2 Exclusion of Consequential Damages. In no event shall Neve Services, LLC be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including, without limitation, damages for loss of profits, goodwill, use, or data) even if Neve Services, LLC has been advised of the possibility of such damages.

7. Client Indemnification

7.1 Indemnification Obligation: The Client agrees to indemnify and hold harmless Neve Services, LLC, its employees, and 1099 contractors against any and all claims, losses, damages, liabilities, costs, expenses, and regulatory fines (including reasonable attorneys' fees) resulting from or arising out of:

The Client's intentional misrepresentation or withholding of pertinent financial information.
The Client's breach of any security-related obligation or covenant in this Agreement.

8. Termination

8.1 Termination; 60-Day Notice. Either party may terminate this engagement by giving the other party sixty (60) days' written notice (the "Notice Period"). The Notice Period provides both parties the time necessary for an orderly decoupling and disengagement. During the Notice Period, Neve Services will continue to perform the services and the Client remains responsible for all fees through the effective date of termination.

8.2 Immediate Termination for Cause. Neve Services reserves the right to terminate this engagement immediately upon written notice if the Client requests or directs Neve Services to perform any unethical, illegal, or fraudulent act. In the event of such immediate termination, the Client agrees to pay an amount equal to two (2) months of the standard monthly fees to cover the expedited decoupling and offboarding process.

8.3 Data Retention Responsibility. Upon termination, the Client is responsible for following the termination process to retain their data, including downloading all files, reports, and records from shared systems. Neve Services removes all liability for Client data access or retention after the termination date. Any assistance needed from Neve Services is billable at the then current hourly rates. The Client is at all times the owner of, and the system of record for, its own books and records, and remains solely responsible for satisfying its own statutory and regulatory record-retention obligations.

8.4 Post-Termination Assistance. Any additional assistance requested by the Client after the termination date is billable at Neve Services' then-current hourly rates.

8.5 Records Retention and Destruction; No Early Destruction. Following termination of the engagement, Neve Services will retain copies of its workpapers and any Client records in its possession for a period of seven (7) years from the effective date of termination. After the Retention Period, such records will be securely destroyed in the ordinary course pursuant to Neve Services’ records retention and destruction policy, without further notice to the Client. Neve Services’ file copies are the property of Neve Services and are not a substitute for the Client’s own records. The Client may not require Neve Services to destroy, delete, alter, or surrender Neve Services’ file copies before the end of the Retention Period. Neve Services is entitled to retain, in its sole discretion, any records it deems reasonably necessary to evidence its performance and conduct of the engagement — including, without limitation, its workpapers, work product, drafts, notes, communications, reports, reconciliations, supporting data, and copies of Client source documents relied upon in performing the services — for its own professional protection, to document the work performed, and to comply with applicable law, regulatory requirements, and professional standards, notwithstanding any request or demand by the Client (or any successor, trustee, or representative of the Client) for earlier destruction, deletion, or return of such records. Neve Services will not act on any such request except to the extent required by applicable law. The Client acknowledges that routine destruction of records after the Retention Period is a standard professional practice and agrees that Neve Services shall have no liability arising from the unavailability of any records destroyed in accordance with this Section.

8.6 System of Record; Software Subscription Data. During the engagement, the Client’s accounting data resides in third-party software subscriptions that may be maintained under the Neve Services firm umbrella pursuant to Section 3.1. Upon transfer of subscription ownership to the Client under Section 3.1, the Client becomes the subscriber and system-of-record owner, and all responsibility for the data within the subscription passes to the Client. If the Client fails to accept transfer of any subscription within sixty (60) days after the termination effective date (including by reason of unpaid invoices), Neve Services may cancel the subscription, in which case the data will be archived, retained, and ultimately deleted in accordance with the applicable software provider’s own terms of use and data retention policy, and Neve Services shall have no further obligation to maintain, retrieve, or produce that data.

8.7 Legal Hold. Notwithstanding Sections 8.4 and 8.5, if Neve Services receives written notice of a pending or reasonably anticipated audit, examination, claim, or legal proceeding for which records in its possession are relevant, Neve Services will suspend routine destruction of the relevant records until the matter is resolved. Time spent preserving, retrieving, or producing records in connection with any such matter is billable to the Client pursuant to Section 10.4.

8.8 Notice-Period Buyout Option. In lieu of continuing services through the full Notice Period, the Client may elect an accelerated termination date by paying Neve Services a buyout equal to the monthly service fees that would otherwise have been payable during the remainder of the Notice Period. The buyout is due in full before the accelerated termination date takes effect. Payment of the buyout does not relieve the Client of fees for services already rendered, or of its data-download, access-revocation, or other disengagement obligations under this Section 8. Neve Services may, in its discretion, waive all or part of the Notice Period or the buyout in writing.

8.9 Disengagement Process. Upon notice of termination by either party, the parties will follow Neve Services’ standard disengagement process so that separation is orderly, including where a dispute exists between the parties: (a) Neve Services will issue a formal disengagement letter confirming the effective date of termination, a summary of services rendered, any work in progress, and a final account statement; (b) all outstanding invoices are due no later than the effective date; (c) software subscription ownership will be transferred to the Client in accordance with Sections 3.1 and 8.5 upon settlement of all outstanding invoices, and the Client will confirm its preferred transfer method and any successor provider no later than ten (10) days before the effective date; (d) the Client will download and retain all files, reports, and records from all shared systems before the effective date in accordance with Section 8.2; (e) Neve Services will revoke its firm-level access to Client accounts on or before the effective date, and the Client will revoke Neve Services’ access to Client-controlled systems and credentials within 48 hours after the effective date, in accordance with Section 4.2; (f) Neve Services will deliver a final financial reporting package current through the effective date; and (g) any transition assistance after the effective date is billable in accordance with Sections 2.4 and 8.3 and requires a signed work order or written agreement. The parties agree that these disengagement obligations are binding notwithstanding any dispute between them.

9. Dispute Resolution

9.1 Governing Law. This Agreement is governed by the laws of the State of Washington.

9.2 Mediation and Arbitration. Prior to initiating arbitration, the parties will first submit any dispute arising out of or relating to this Agreement (other than Neve Services’ efforts to collect an outstanding invoice) to mediation administered in King County, Washington, and will engage in the mediation process in good faith. The costs of any mediation proceeding shall be shared equally by the participating parties. Any dispute not resolved through mediation shall be resolved by binding arbitration in Seattle, Washington, under the JAMS Streamlined Arbitration Rules. Each party bears its own costs unless the arbitrator awards fees to the prevailing party.

9.3 Venue. If arbitration is unavailable or unenforceable for any reason, disputes shall be resolved exclusively in the Superior Court of King County, Washington. Each party waives any objection to venue or personal jurisdiction in that court.

10. General Provisions

10.1 Entire Agreement. This document represents the entire agreement between the parties, superseding all prior oral or written negotiations, understandings, or agreements.

10.2 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.3 Modifications to Terms. Neve Services reserves the right to update or modify this Agreement at any time. Neve Services will provide the Client with at least thirty (30) days' written notice prior to any material changes taking effect. Continued use of Neve Services' services following the notice period constitutes the Client's acceptance of the updated terms.

10.4 Response to Legal Process. If Neve Services is required to respond to a subpoena, court order, or other legal process for the production of documents and/or testimony relating to information obtained or prepared during the course of the engagement (including after termination of the engagement), the Client agrees to compensate Neve Services for its time at Neve Services’ then-current hourly rates, plus reasonable out-of-pocket costs.

By entering into an engagement with Neve Services, LLC, Client acknowledges receipt of these Terms of Service and agrees to be bound by all provisions herein.