Terms of Agreement

The Accounting Agreement (“Agreement”) is entered into by and between:

Allied Numbers, LLC
1440 Johanna Dr, Metamora, IL 61548
 theateam@alliednumbers.com | 309-222-8386
(“Allied Numbers”)

and

The (“Client”)

Allied Numbers and Client are collectively referred to as the “Parties.”



1. Purpose

Allied Numbers will provide, and Client will pay for, one-time or ongoing monthly accounting or coaching services in accordance with the terms and conditions of this Agreement.



2. Contract Date

This Agreement takes effect on the day it is accepted and signed (“Effective Date”).



3. Services

  • Allied Numbers agrees to provide its Bookkeeping Package of accounting services to Client as listed in the selected package, subject to the terms and conditions of this Agreement.
  • Allied Numbers shall devote as much time, attention, and energy as necessary to complete the listed services in the selected package.
  • Allied Numbers has full discretion within the Services but shall not engage in any services not expressly set forth by this Agreement without the prior written permission from Client.
  • All services are provided remotely.


Professional Standards & Limitations

  • GAAP Compliance: Allied Numbers will apply Generally Accepted Accounting Principles (GAAP) best practices during all engagements.
  • No Audit or Assurance: Allied Numbers does not provide audit, review, or assurance services and will not opine on the fairness of the financial statements. The Client acknowledges that all reports are unaudited.
  • No Liability for Audit Consequences: Allied Numbers is not liable for any adverse result or finding in any audit, review, or regulatory inspection performed on the Client's records or reports produced by Allied Numbers.
  • No Legal, Tax, or Investment Advice: Unless explicitly agreed in writing, services do not include legal, tax, or investment advisory.
  • Data Retention and Destruction: Allied Numbers will retain Client data for the period required by law or as agreed in writing. Upon termination or expiration of this Agreement, and absent any legal hold or regulatory requirement, Allied Numbers will destroy or return Client data as directed by Client, subject to standard backup procedures.
  • Disclaimer Regarding Regulatory Impact: Allied Numbers makes no representation or warranty that its services will remain compliant with all future changes to laws or regulations. Allied Numbers reserves the right to revise its services, pricing, or obligations as required to address such changes.
  • Insurance: Allied Numbers maintains errors and omissions/cyber liability insurance in amounts it deems reasonable for its business. Client is responsible for obtaining its own insurance for risks not covered by this Agreement.


4. Cybersecurity & Data Integrity

  • Best Practice Efforts: Allied Numbers follows reasonable and industry-standard cybersecurity practices to protect client data.
  • Limitation of Liability: Allied Numbers is not responsible for any data breach, loss, or compromise arising from acts or omissions of third parties, the Client, or circumstances beyond Allied Numbers’ reasonable control.
  • Cybersecurity Incident Notification: Allied Numbers will notify Client promptly (and in compliance with applicable law) upon discovery of any unauthorized access to Client’s confidential data under Allied Numbers’ control. Client agrees to cooperate with Allied Numbers in any investigation or remediation efforts. Allied Numbers’ liability for such incidents is limited as set forth in this Agreement, except to the extent required by law.
  • Client Security Responsibilities: Client is responsible for maintaining the security of its own systems, credentials, and access points. Allied Numbers is not liable for any breach, loss, or unauthorized disclosure of information caused by the Client’s failure to implement appropriate security measures or by the actions of third parties not under Allied Numbers’ control.
  • Right to Update Security Protocols: Allied Numbers may update its cybersecurity and data privacy protocols at any time to comply with industry standards or applicable law. Allied Numbers will notify Client of any material changes affecting service delivery or Client responsibilities.

Use of Artificial Intelligence Tools

Allied Numbers may, from time to time, utilize artificial intelligence (AI) tools or software to assist in summarizing, analyzing, or preparing financial reports or other deliverables as part of the Services. Client acknowledges and agrees to the following:

  • AI tools are used solely to supplement the work of Allied Numbers and do not replace professional human oversight, analysis, or judgment;
  • All data processed by AI tools shall remain subject to the confidentiality and data security provisions set forth in this Agreement;
  • Allied Numbers will use reasonable efforts to ensure that any AI tools employed comply with industry standards for data security and privacy, and any third-party AI providers will be required to adhere to similar confidentiality obligations;
  • Client consents to the use of AI tools as part of the Services, subject to the limitations and safeguards described in this Agreement;
  • Allied Numbers is not liable for any errors, omissions, or inaccuracies produced by AI tools, provided that Allied Numbers exercises reasonable professional judgment in reviewing and delivering the final work product.

 

5. Timeline & Delivery

Allied Numbers will make reasonable efforts to deliver monthly financial reports by the date listed in the selected package. Client acknowledges that unanticipated circumstances may arise, and the timeline for delivery is not guaranteed. All services shall be provided on an ongoing basis.


6. Special Provisions

  • Third-Party Software: Allied Numbers uses third-party platforms for services provided. Client agrees to separate third-party terms, and Allied Numbers is not responsible for errors or outages caused by such platforms.
  • Electronic Communication Consent: Client consents to receive notices and documents electronically.


7. Compensation

  • Client shall pay to Allied Numbers a total amount equal to the package price (“Contract Price”), to be paid in full upon signing this Agreement. Services shall not begin until the Contract Price is paid in full.
  • Client shall pay to Allied Numbers a monthly fee equal to the selected monthly package, to be automatically paid on the 1st day of each month during the Term of this Agreement.
  • A late fee of $150 will be added to every payment returned for any reason, and work will stop until full payment is received.
  • Allied Numbers acknowledges and agrees that payment as provided in this section shall constitute full and final compensation for all Services and rights granted under this Agreement.


8. Client Responsibilities

Client agrees to cooperate with Allied Numbers and provide all information and materials necessary for Allied Numbers to complete the Services. At a minimum, Client agrees to provide:

  • Bank Statements, Loan Statements, and requested documents required for reconciliation of accounts
  • Prompt and clear responses to questions in the client portal
  • Receipts and documentation necessary for accurate recording of transactions


Cancellation

If Client fails to provide any requested information or response within 30 days of Allied Numbers’ request or specified deadline, Allied Numbers may consider this Agreement terminated by abandonment and remove the Client from Allied Numbers’ schedule. Client may reinitiate the Agreement by paying a re-start fee of $500, subject to Allied Numbers’ discretion and availability. Allied Numbers does not guarantee availability to restart or complete the Services after such abandonment.

  • Regulatory Compliance Cooperation: Client agrees to cooperate fully and promptly with Allied Numbers’ reasonable requests for information, documentation, or access required to comply with applicable law, regulation, or valid governmental request, including but not limited to data privacy, anti-money laundering, and tax regulations.


9. Term & Termination

  1. This Agreement is a either a one time or month-to-month agreement until terminated by written request of either party.
  2. Either party may terminate this Agreement at any time by giving the other party 30 days’ written notice. Either party may also terminate this Agreement if the other fails to cure any default or breach of this Agreement within ten (10) days of receipt of notice of intent to terminate due to such default or breach.
  3. Upon termination of this Agreement by either party or by abandonment, Allied Numbers shall be entitled to receive any compensation accrued and payable under the terms of this Agreement.
  4. Refund Policy: Client shall not be entitled to any refunds in full or in part for payments made under this Agreement for any reason, including but not limited to termination of this Agreement. All funds paid shall be considered compensation for services rendered. Partial or full refunds may be granted under extenuating circumstances at Allied Numbers’ discretion, but are not guaranteed. Any unused service hours included under any monthly retainer will not be refunded or rolled over month-to-month.
  5. Upon termination by either party, Allied Numbers shall provide to Client any and all copies, in whole or in part, of the Work Product (as then existing) and any and all tangible materials and property the Client provided to Allied Numbers in connection with this Agreement.
  6. Force Majeure: Allied Numbers shall not be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to fire, flood, inclement weather, accident, earthquakes, telecommunications line failures, pandemics or epidemics, electrical outages, network failures, acts of God, terrorism, civil commotion, or labor disputes.
  7. Regulatory Changes: If, after the Effective Date, any relevant law, regulation, accounting standard, or governmental directive changes in a way that materially affects Allied Numbers' ability to perform its obligations or increases the complexity, cost, or risk of performance, Allied Numbers may, upon written notice to Client, (a) propose an amendment to these Terms to address such changes, or (b) terminate this Agreement without penalty or liability, effective thirty (30) days after notice.
  8. If Allied Numbers becomes unable to perform the Services due to sudden illness, incapacity, death, or other unforeseeable circumstance, Allied Numbers will endeavor to provide a replacement service provider (subject to Client’s approval) to perform the Services under the terms of this Agreement. If no acceptable replacement is found, Allied Numbers agrees to refund all deposits and payments made by Client. Client’s acceptance of such refund constitutes a waiver of any and all further recourse against Allied Numbers for failure to perform.


10. No Guarantee of Results

Client acknowledges and agrees that Allied Numbers cannot guarantee the results or effectiveness of any of the Services. Allied Numbers disclaims any guarantees, express or implied, about the results of its performance of the Services or any recommendations to take any action. Client acknowledges that any results obtained by Allied Numbers for other clients are not necessarily typical and are not a guarantee that Client will obtain the same or similar results.


11. Allied Numbers’ Limited Warranty

Allied Numbers warrants that the Services shall be performed in a professional manner conforming to generally accepted industry standards and practices. Client agrees that Allied Numbers’ sole and exclusive obligation with respect to the Services covered by this limited warranty shall be, at Allied Numbers’ sole discretion, to correct the nonconformity or to refund any funds paid for the affected Services.


12. Non-Disclosure of Confidential Information

  • In performing the Services, Allied Numbers may have access to sensitive or confidential information related to Client’s business (“Confidential Information”). Allied Numbers agrees not to disclose or make use of any Confidential Information, directly or indirectly, except as necessary to perform the Services and in accordance with Client’s instructions.
  • Allied Numbers shall not directly or indirectly disclose or make use of any Confidential Information after the term of this Agreement for any reason. Allied Numbers will use reasonable care in handling Client’s Confidential Information to prevent it from entering the public domain. Allied Numbers will return all Confidential Information to Client upon termination of this Agreement.
  • Allied Numbers may disclose Confidential Information to the extent that: (i) it becomes publicly available or known by no fault of Allied Numbers; (ii) Client grants permission for such disclosure in writing; (iii) Allied Numbers obtains the information from a third party, without breach of any obligation to the Client; (iv) disclosure is required by any court or government agency; (v) Allied Numbers reasonably believes that there is an imminent or likely risk of danger or harm to the Client or others; or (vi) it involves illegal activity.
  • “Confidential Information” of Client includes but is not limited to, whether in documentary, electronic, or any other form: client lists; prospective client lists; sales leads; Client’s business methods and competitive strategies; information concerning preferences, requirements, transactions, creditworthiness and characteristics of Client’s clients and prospective clients; pricing lists, policies and practices; sources of supply; negotiating strategies; software; technical information; sales techniques; financial information; data; books and reports; specifications; strategic and technical data; marketing and market research data; trade secrets; business plans; and other information concerning Client’s finances, technology, and operations; and any other information about or generated by Client which could, if disclosed, be useful to any competitors of Client.
  • In receiving the Services, Client will have the benefit of proprietary systems, strategies, and techniques developed by Allied Numbers (“Allied Numbers’ Proprietary Information”). Client acknowledges that Allied Numbers’ business relies on its ability to provide such insights to various clients. Client agrees not to disclose Allied Numbers’ Proprietary Information to any third party, directly or indirectly, during the term of this Agreement or after it ends.
  • Allied Numbers and Client agree that any breach of the terms of this section will result in irreparable injury to the injured Party for which monetary damages alone would be inadequate. The Parties agree that the injured Party shall have the right to seek an immediate injunction enjoining any breach or threatened breach of this section, notwithstanding any other limitation of liability in this Agreement.


13. Intellectual Property Ownership

As used in this Agreement, “Work Product” includes all data, materials, documentation, computer programs, inventions (whether or not patentable), patents, ideas, discoveries, products, designs, business methods, images, audio, artistic works, and all works of authorship, including all worldwide rights therein under patent, trademark, copyright, trade secret, confidential information, or other property right, created or developed, in whole or in part, by Allied Numbers while retained by Client, and within the scope of Allied Numbers’ retention by Client, whether or not developed during work hours.


14. Indemnification

Client, at Client’s expense, shall release, indemnify and hold Allied Numbers and its directors, officers, shareholders, employees, agents, and the personal representatives and assigns of each, harmless from and against any and all claims, suits, liability, costs, and expenses, including, without limitation, reasonable attorneys’ fees and expenses, in connection with any act or omission of Allied Numbers in providing the Services and/or arising out of any Work Product, unless due to the negligence of Allied Numbers.


15. Publicity

Client agrees that Allied Numbers may use the Client’s name, logo, and/or image (but not contact information, financial or personal information) in Allied Numbers’ advertising or promotional literature. Client hereby grants Allied Numbers a royalty-free license to such materials for such use. Allied Numbers agrees to limit the selection, timing, and method of release of any materials under this section as requested by Client. Client releases Allied Numbers from any and all liability, including but not limited to infringement of any right to privacy or right to publicity, relating to or arising out of publicity of Client’s name, logo, and/or image as permitted in this section.


16. Limitation of Liability

Except as expressly provided in this Agreement, Allied Numbers makes no guarantees, representations, or warranties of any kind or nature, express or implied, with respect to the Services. In no event shall Allied Numbers be liable to Client for any indirect, consequential, or special damages. Allied Numbers’ entire liability for any breach of this Agreement, and Client’s sole remedy, shall be limited to the lesser of the total Contract Price or the amount actually paid by the Client under this Agreement.


17. Independent Contractor

Allied Numbers will at all times be an independent contractor. The Parties recognize and agree that Allied Numbers shall not be considered an employee of the Client for any purpose whatsoever. Nothing in this Agreement shall be construed to give Allied Numbers authority (i) to represent that Allied Numbers is an employee or agent of the Client, (ii) to bind the Client with respect to any contracts or agreements, or (iii) to represent the Client before any court, government, or regulatory agency, without the prior, express written authorization of the Client.


18. Alternative Dispute Resolution

Client agrees to notify Allied Numbers of concerns or issues regarding the Services and to give Allied Numbers a reasonable opportunity to resolve those concerns. If the Parties cannot resolve a dispute or potential claim by means of good-faith negotiation, the Parties agree to make a reasonable attempt to resolve any such dispute through Alternative Dispute Resolution or Mediation before filing a civil cause of action. Good faith participation in Mediation or other Alternative Dispute Resolution is a condition precedent to filing any civil cause of action.


19. Miscellaneous Terms

  • Waiver: The waiver by either Party of a breach or default of any provision of this Agreement shall not be construed as a waiver of any succeeding breach or default of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, or privilege operate as a waiver of any breach or default.
  • Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deleted as narrowly as possible to render this Agreement valid and enforceable. If the scope of any provision is determined to be too broad, then such provision shall be enforced to the maximum extent permitted by law.
  • Governing Law; Jurisdiction: This Agreement will be governed by and interpreted in accordance with the laws of the State of Illinois, without regard to its principles of conflicts of law. The courts of Woodford County, Illinois shall have jurisdiction to hear and determine any dispute arising in relation to this Agreement. Client agrees that any proceeding relating to this Agreement must be filed exclusively in the appropriate courts located in Woodford County, Illinois, and Client submits to the jurisdiction of those courts, waiving any objection based on an inconvenient forum or other reasons.
  • Assignment: Neither Party may assign, transfer, subcontract, or delegate any right or obligation under this Agreement without the prior written consent of the other Party.
  • Notices: All notices shall be in writing and deemed effective when received by electronic mail or paper mail at the address of the party to be notified as provided in this Agreement. Either party may change the address for notices by providing written notice to the other party.
  • Section Headings: Section headings are inserted for convenience only and shall not be used to construe the terms of this Agreement.
  • Entire Agreement: This Agreement constitutes the entire agreement of the Parties. No previous statement, promise, inducement, understanding, or agreement made by either party that is not contained in this Agreement shall be binding or valid.
  • Amendments: This Agreement may only be modified by a written amendment signed by authorized representatives of both Parties.
  • Tax Matters: As an independent contractor, Allied Numbers shall be solely responsible for payment of all federal or state income taxes or social security (FICA) for Allied Numbers, including social security or self-employment tax.
  • No Insurance: As Allied Numbers is an independent contractor, Client will not be required to provide Allied Numbers with any employee, individual or group insurance policy, or any other kind of insurance coverage including, but not limited to, workers’ compensation, general or public liability, or errors and omissions insurance.
  • Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.