Bookkeeping Services Agreement
This AGREEMENT is made between you, the "CLIENT", and Papillon House, LLC "PAPILLON" and entered into on the date of your Purchase of Bookkeeping Services from Papillon House, LLC. This Agreement has been made in Hillsborough County, State of Florida, and shall be subject to the jurisdiction and laws thereof.
In consideration of the mutual promises contained within this Agreement, the parties agree as follows:
- Contract Term. This Agreement shall become effective on the date of the Client's purchase of bookkeeping services ("Purchase Date"), and shall remain in effect until terminated by either the Client or Papillon, or until the purpose of the services purchased from Papillon is completed.
- Bookkeeping Services. The Client has retained the bookkeeping services of Papillon as described more specifically in the specific purchase documentation (the "Order"). Client acknowledges that Papillon is not providing: tax services or advice, certified public accounting services, or any of the like. Such services may be offered at a later date, but shall be subject to other terms and conditions.
- Fees For Services. The Client has purchased services from Papillon, which may include ongoing services billed as a "Subscription." These Subscription services are paid for in advance, and subject to hour and service limitations as individually described in each Subscription service. Time and effort on the part of Papillon in excess of those hours and services, shall be billed at an hourly rate of $100.00 per hour at the sole election of Papillon. Such time shall be documented and invoiced to the Client separately, with payment due immediately upon receipt. Payments for services, future or past, are non refundable.
- Client's Cooperation. The Client acknowledges that his/her/its participation and cooperation is essential in Papillon providing bookkeeping services to the Client. Failure to timely respond, cooperate, or otherwise unduly burden Papillon in the performance of its obligations and services, shall be considered a material breach of the Agreement on the part of the Client. The Client authorizes Papillon, and its officer, Morgan Tapp, to communicate with the Client's records custodians regarding the Client's accounts and other relevant financial data. Furthermore, the Client takes sole responsibility for the acts or omissions of its custodians and will have by the effective date of this Agreement, instructed its custodians, and will instruct any future custodian of the Client or its account holders, to provide Papillon with custodian's reports and other information of the Client that Papillon requires to perform its services. The Client will provide Papillon with true and complete information necessary for Papillon to perform its services. The timely performance of the services subject to this Agreement will depend on the timely receipt of complete Client data.
- Mutual Representations.
- Representations by the Client: The client represents and warrants that: (i) it will comply with applicable law in its use of the services rendered under this Agreement; (ii) execution, delivery, and performance of this Agreement have been duly authorized and shall not conflict with any obligation of the Client, whether arising by contract, operation of law, or otherwise; (iii) the Client has all rights necessary and power necessary to appoint Papillon as its bookkeeping services provider.
- Representations by Papillon: Papillon represents and warrants that: (i) it will comply with applicable law in its performance of the services governed by this Agreement; (ii) execution, delivery and performance of this Agreement have been duly authorized and shall not conflict with the nature of the Client's business, whether arising by contract, operation of law, or otherwise; (iii) Papillon has all rights necessary to provide the services contemplated herein.
- Confidentiality. Any confidential information (including all technology, processes, trade secrets, contracts, proprietary information; the nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential) exchanged between Papillon and the Client in connection with the performance of this Agreement shall be held by Papillon in trust for the benefit of the Client only, and Papillon will not divulge or authorize anyone to divulge during the term of this Agreement, or any period thereafter, any information or knowledge acquired in the course of its performance.
- Termination. This Agreement may be terminated as follows: (a) by either party giving thirty (30) days' written notice to the other party; (b) in the event of either party's insolvency; (c) immediately upon the Client's failure to remit payment for services; (d) in the event of a material breach of either party's obligations under this Agreement.
- Notices. The Client agrees to keep Papillon updated with its current contact information, to include (but not be limited to): telephone, email and mailing address. Official notices from the Client to Papillon may be sent by Certified U.S. Mail or email to Admin@Papillon.House.
- Governing Law & Choice of Venue. The laws of the State of Florida shall govern the terms of this Agreement. Furthermore, in the event of a dispute, the venue for such dispute shall be in Hillsborough County, State of Florida. Both parties hereby explicitly waive any inconvenience of forum objections thereto, in addition to such personal jurisdiction objections as either party may have.
- Confidentiality of Disputes. In the event of a dispute between the parties, both parties agree to keep the nature of such dispute private and confidential. Neither party shall post, publish, or communicate negative or disparaging comments about the other in a public or private forum, whether such forum is internet based or not. The parties acknowledge and agree that such statements would create irreparable harm to the other, and that a Court of competent jurisdiction may enter an ex-parte injunction against any party who breaches the terms of this section. This paragraph shall also be read to prohibit negative reviews posted online about the services rendered by Papillon House, and prohibit public disparaging statements regarding the Client's financial position.
- Limitation of Damages. The parties agree that damages arising from any material breach of this Agreement, any errors or omissions, or such other failure to adequate perform the obligations set forth herein shall be limited to the total amount of fees and costs paid to Papillon.
- Severability. If one or more of the provisions contained within this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision. This Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been contained in it.
- Prior Agreements Superseded. This Agreement constitutes the sole and only agreement between the parties, and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Agreement.
- Assignability & Modifications. Papillon may, upon thirty (30) days' written notice to the Client, assign its obligations under this agreement to another bookkeeper or bookkeeping firm. Upon receipt of such notice, the Client shall be permitted to terminate the Agreement within thirty days. Furthermore, Papillon may modify the terms of this Agreement at its discretion and upon notice to the Client. The Client agrees to check for updates to the terms of this Agreement, which are published publicly at www.Papillon.House/terms-and-conditions/, no less than once a year.
- Entire Agreement. The terms contained herein, in addition to such terms as set forth in the Order, constitute the entire agreement between the parties relating to the rights granted and the obligations assumed in it. Any oral representations or modifications concerning this instrument shall be of no force or effect except any amendment by the parties by a written agreement.
- Effect of Acceptance of the Agreement Upon Checkout. The Client acknowledges that by accepting the terms of this Agreement at checkout (when ordering services) during checkout, and submitting an order, he/she/it has effectuated its signature to this Agreement. By accepting any services whatsoever from Papillon, the Client waives any arguments to the statute of frauds pertaining to the execution or binding nature of this Agreement.
Last Updated January 26th, 2020.