Terms of Service

Last updated: May 25th, 2022

Please read these terms of service (“Agreement”) carefully as this Agreement constitutes a binding contract between the party that accepts this Agreement (“Client”) and Browne Tax & Advisory SPC, a Washington company having its registered address at 170 S. Lincoln Street, #100, Spokane, WA 99201, USA (“Browne Tax”) governing the agreed-upon services  within a Services Agreement, Engagement Agreement, or Scope of Work (the “Services”) entered into, signed, or authorized by Client.  By checking an opt-in box, clicking on “I accept” or otherwise accepting this Agreement, the Client acknowledges that they have read, understood, and agree to be bound by and comply with the terms of this Agreement. If Client is using the Services on behalf of an entity, partnership, or other organization, then Client represents that they: (i) are an authorized representative of that entity with the authority to bind that entity to this Agreement and (ii) such entity agrees to be bound by this Agreement. If the Client does not agree to the terms of this Agreement, then they are not permitted to receive the Services.

ARTICLE 1: DEFINITIONS

Section 1.1 “Authorization” or “Authorized” means any and all authorizations or approvals by Client as required by Browne Tax described in this Agreement. Any and all such authorizations must be made by Client in writing, email or any other form of written communication, pursuant to proper notice.

Section 1.2 “Client Portal” means the secured portion of Browne Tax’s web-based platforms through which applications and data sources may be accessed and utilized by Client.

Section 1.3 “Confidential Information” means any trade secrets or confidential business information of a party including, but not limited to: the terms and conditions of the Agreement; information relating to its research and development activities; product designs, prototypes and technical specifications; algorithms, trade secrets or technical data; show-how and know-how; marketing plans and strategies; pricing and costing policies; advertiser, Client and supplier lists and accounts; nonpublic financial information of a party; or any information identified by a party as confidential.

Section 1.4 “Intellectual Property” means any and all information in any form, including software, know-how, processes, methods, procedures, formulae, technology, methodologies, machine-readable texts or files, algorithms, web sites, web pages, and displays, and all expressions of such in any form. Intellectual Property includes, but is not limited to information that is protected by patents, trademarks, service marks, copyrights, design rights, registered or not, and includes but is not limited to trade secrets, confidential information, proprietary information, and all contents of applications for registration of patents, trademarks, service marks, copyrights, or design rights. Intellectual Property includes all enhancements, changes, revisions, improvements, modifications, and derivative works of any and all information, Software, know-how, processes, methods, procedures, formulae, technology, methodologies, machine-readable texts or files, algorithms, websites, web pages, and displays that exist at the time that this Agreement is entered into by the parties.

Section 1.5 “Services” mean the services listed in the Services Agreement, Engagement Agreement, or Scope of Work  that Browne Tax provided, and was approved and signed by an Authorized Representative of the Client.

ARTICLE 2: COMMENCEMENT OF SERVICES

Section 2.1 Commencement and Continuation of Services. The Services shall commence upon Browne Tax’s receipt of a fully executed Services Agreement, Engagement Agreement, or Scope of Work and will begin to provide the Services set forth in the Services Agreement, Engagement Agreement, or Scope of Work and bill Client for these services unless Browne Tax determines it has Cause to terminate the arrangement.

Section 2.2 Services. Browne Tax shall provide only the specific Services as defined within the Services Agreement, Engagement Agreement, or Scope of Work. The Client agrees that Browne Tax will not perform any activities on behalf of Client without first obtaining Client’s written agreement, either by way of an amendment to this Agreement, or the preparation and execution of a separate agreement. At no time shall Browne Tax render any opinion on the financial statements of the Client including performing any audit or review of the financial statements.

Section 2.3 Security, Authorized Users and Passwords. Data between Client and Browne Tax is transmitted through the Internet. The security of transmissions over the Internet can never be guaranteed. Browne Tax is not responsible for Client’s access to the Internet, for any interception or interruption of any communications through the Internet, or for changes to or losses of data. In order to protect Client, Browne Tax may suspend Client’s use of the Services via the Internet immediately, without notice, pending an investigation, if any breach of security is suspected. Client agrees and understands that its employees must create and use their Client passwords each time they access Browne Tax’s Portal. Client shall assume complete control over the distribution and security of passwords and agrees that its employees shall not disclose or otherwise make their passwords available to anyone not authorized to sign on to Browne Tax’s Client Portal on behalf of Client. Client agrees that Browne Tax shall not be responsible for any or all transactions conducted because Client or its employees have disclosed or otherwise made their passwords available to someone other than the designated user. Also, in connection with this engagement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not bes delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we 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.

ARTICLE 3: BROWNE TAX’S DUTIES AND RESPONSIBILITIES

Section 3.1 Browne Tax Duties. Browne Tax shall provide the Services and perform any acts incident to those Services that, in Browne Tax’s best judgment, will assist Client in achieving the results for which Browne Tax has been engaged. Browne Tax will inform Client of the software and communications necessary to utilize the Services. Client agrees and understands that Browne Tax is not a registered independent public accounting firm and will not render services in accordance with standards required by the Public Client Accounting Oversight Board.

Section 3.2 Retaining Records. Browne Tax may choose to make and retain images only of the original receipts, invoices, bills and supporting documentation reflecting specific transactions and notices related to the transactions. Browne Tax has the right to destroy all documents or images (excluding fixed asset, securities transaction and tax payment records, which shall be maintained until contract termination in which case Browne Tax will make these records available to Client for their permanent retention) eight (8) years after the date on which they were originally imaged or copied by or for Browne Tax.

Section 3.3 Keeping Client and Browne Tax Informed about Developments. Browne Tax agrees to promptly notify Client of all significant matters and developments relevant to and within the scope of Browne Tax’s Agreement with Client and to consult with Client about those developments. Likewise, Client agrees to promptly notify Browne Tax of all significant matters and developments relevant to and within the scope of the Agreement and to consult with Browne Tax about those developments. Browne Tax agrees to provide Client at Client’s request and expense with copies of all written materials and computerized data pertaining to Browne Tax’s Services performed for Client.

ARTICLE 4: CLIENT’S DUTIES AND RESPONSIBILITIES

Section 4.1 Client’s Duties.

a. Client shall pay Browne Tax the fees and expenses specified in the Services Agreement, Engagement Agreement, or Scope of Work in accordance with terms specified within the agreement. In any and all actions and/or proceedings by Browne Tax relating to collection of its fees and expenses, Client shall pay all of Browne Tax’ attorney’s fees and costs, including all appellate proceedings and all expert consultants’ and witnesses’ fees.

b. Client consents that delays by any and all of its employees in responding to correspondence, emails, telephone calls and other requests from Browne Tax may impair Browne Tax’s abilities to effectively render Services to Client.

c. Client shall fully cooperate with Browne Tax and shall provide information that will help Browne Tax in achieving the results for which Browne Tax has been engaged, including, without limitation, furnishing documents and information requested by Browne Tax. Client shall make available all necessary personnel to respond to questions from Browne Tax.

d. In the event of an audit of Client by a state or federal government agency, Client shall pay all costs, fees and expenses incurred by Browne Tax in connection with such audit unless the audit was triggered by an error or omission by Browne Tax.

e. Client shall provide access to their required system(s) and data necessary so Browne Tax can perform its contracted services to Client in a timely and efficient manner. Any and all modifications, development or installation of hardware required is Client’s responsibility and may trigger additional implementation effort and time by Browne Tax, and as such, may incur additional fees and may impact the onboarding completion date.

f. Client is responsible for installing, downloading or making the necessary communications connections as required by Browne Tax.

Section 4.2 Client’s Responsibility for Compliance with Laws. Browne Tax agrees to use its best efforts to cause the applicable Services to be rendered in such a manner that they will be able to assist Client in complying with its applicable legal and regulatory responsibilities. Nevertheless, Client shall be responsible for (i) compliance with all laws and governmental regulations affecting Client’s business and (ii) any and all uses Client may make of the Services to assist it in complying with such laws and governmental regulations.

Section 4.3 Accuracy of Client Information, Review of Output. All Services will be based upon information provided to Browne Tax by Client and the Client will be responsible for the accuracy of all such information. Browne Tax has no obligation to verify the accuracy of such information and will not be liable for any adverse consequences resulting from errors or omissions contained in such data. Except however, that Browne Tax shall determine the accuracy of invoice coding by applying and reviewing invoice coding based on business rules developed and agreed to by Client. Client further agrees that upon receipt from Browne Tax, Client will promptly review all financial statements, reports, payroll registers, disbursement records, and other documents produced by Browne Tax (“Information”) for accuracy, validity and conformity with Client’s records. Client will promptly notify Browne Tax in writing via email, letter or any other form of written communication of any error, omission, or discrepancy discovered by Client in the Information provided by Browne Tax. Client must provide such written notification within thirty (30) days of its receipt of the Information, or Client automatically waives any and all claims it may have arising from or related to any such errors, omissions or discrepancies in the Information.

Section 4.4 Client’s Authorization. Client gives Browne Tax express permission to open all mail, email, faxes, voicemail or other correspondence in Client’s name or other documents which have been forwarded to or received or received by Browne Tax, and to make and retain copies or images of documents contained in such correspondence.

Section 4.5 Employment of Consultants, Experts and Accountants. Browne Tax, in its discretion, may employ consultants, experts and accountants in connection with this Agreement. All such consultants, experts and accountants shall report exclusively to Browne Tax.

ARTICLE 5: FEES AND EXPENSES

Section 5.1 Fees. Upon signing this Agreement, Client shall pay the Fees set out in the Services Agreement, Engagement Agreement, or Scope of Work. Browne Tax retains the right to increase the fees for the Services in the future upon mutual agreement. If at such time Browne Tax provided notice of an increase in fees, and parties cannot in good faith negotiate the increased price, Client may, instead of paying the increased fees, elect to terminate this Agreement by providing a thirty-day notice.

a.  Client shall reimburse Browne Tax for all reasonable travel and out-of-pocket expenses incurred by Browne Tax in connection with the performance of the Services, upon receipt by the Client of an invoice from Browne Tax accompanied by receipts and reasonable supporting documentation. 

b.  Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or regarding, Browne Tax's income, revenues, gross receipts, personnel, or real or personal property or other assets. Except for invoiced payments that the Client has successfully disputed, all late payments shall bear interest at the lesser of the rate of 5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. 

c. Client shall also reimburse Browne Tax for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Browne Tax does not waive by the exercise of any rights hereunder), Browne Tax shall be entitled to suspend the provision of any Service if Client fails to pay any undisputed amounts/fees when due hereunder and such failure continues for 30 days following written notice thereof.

Section 5.2 Customized Work. Client agrees to pay for any customized work or additional work performed by Browne Tax that is not set forth in this Agreement, including changes to the Services Agreement, Engagement Agreement, or Scope of Work.

ARTICLE 6: PAYMENT

Client shall authorize Browne Tax to collect payment of Fees from a credit card, debit card or other means of payment; Client authorizes Browne Tax to charge all Fees and other amounts owing hereunder from such payment method. If Client pays any Fees with a credit card, Browne Tax may seek pre-authorization of Client’s credit card account prior to Client’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Client’s purchase.

ARTICLE 7: TERM AND TERMINATION OF SERVICES

Section 7.1 Term. The initial term of this Agreement will be for one month from the Effective Date. The Agreement shall be subject for renewal at the option of both parties unless either party gives written notice of non-renewal to the other party at least 30 days before the expiration of the then current term.

Section 7.2 Termination by Client. Client may terminate this Agreement only for cause anytime. Cause to terminate will be if Browne Tax is not able to continue rendering the Services or if Browne Tax has not met the Client service expectations. In the event Client desires to terminate this Agreement for cause, Client shall give Browne Tax a written notice before terminating. If Client terminates this Agreement for reasons other than Cause pursuant to this section, Client shall pay proportionate Service Fee related to services rendered during that period of termination.

Section 7.3 Termination by Browne Tax. At the initial stage of the engagement period, if Browne Tax determines not to provide the Services to Client for cause as defined, Browne Tax shall retain any portion of the Service Fee paid by Client as payment in full for Browne Tax’s work performed during the service month period. If Browne Tax determines not to provide the services to Client for reasons other than for cause, Browne Tax shall provide a 30-day notice of its intent to terminate and immediately refund the Service Fee less any associated direct costs. For the purposes of Browne Tax’s right to terminate, cause will be defined as follows:

a. Browne Tax has reason to believe that either Client, or any of its officers, directors or managing agents have engaged in any illegal acts relating to the Services;

b. Client is not current in its payments to Browne Tax; or

c. Client is experiencing severe cash flow difficulties

d. it is determined that the cooperation needed from the Client to provide a smooth accounting outsourcing solution will not be achieved.

ARTICLE 8: PRIVACY AND PROPRIETARY RIGHTS

Section 8.1 Confidentiality. The parties acknowledge that during the negotiation and term of the Agreement, each party may have access to Confidential Information relating to the other party. A party that receives the Confidential Information (the “Receiving Party”) of the other party (the “Disclosing Party”) agrees that it will not, directly or indirectly, disclose any Confidential Information relating to the Disclosing Party without Disclosing Party’s prior written consent, and will promptly return or destroy all such Confidential Information upon the request of the Disclosing Party. Confidential Information will not include any information to the extent it:

a. is or becomes a part of the public domain through no act or omission on the part of the Receiving Party,

b. is disclosed to third parties by the Disclosing Party without restriction on such third parties,

c. is in the Receiving Party’s possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under the Agreement

d. is disclosed to the Receiving Party by a third party having no obligation of confidentiality with respect thereto

e. is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information or

f. is released from confidential treatment by written consent of the Disclosing Party. This section shall survive this agreement for one (1) year.

Section 8.2 Privacy. Browne Tax agrees not to sell or disclose any personally identifiable information to any third party without Client’s consent. Browne Tax will only disclose information to third parties about Client’s account or its business or financial condition:

a. where it is necessary for conducting the Services,

b. if required by law or government regulation, or

c. if Client requests or authorizes it in writing.

Section 8.3 No Other Rights. No party hereto grants, assigns, or otherwise transfers to any other party to this Agreement any interest in any Intellectual Property owned or licensed by it, except as expressly set forth herein, or in a separate written agreement executed by all parties. All Intellectual Property of any party to this Agreement is confidential and proprietary, and each party to this Agreement shall treat all such Intellectual Property as confidential and proprietary and shall only Use such Intellectual Property as permitted in this Agreement.

ARTICLE 9: MODIFICATION OF AGREEMENT

This Agreement represents the entire agreement between Browne Tax and Client including all aspects of the Services to be rendered to Client and the payment of fees and expenses in connection therewith. There are no promises, terms, conditions or obligations other than those contained herein and this Agreement shall supersede all previous communications, representations, or other agreements either verbal or written, between Client and Browne Tax. No other terms or conditions on any document (including any purchase order, invoice or other form) not signed by both parties shall be of any force or effect. This Agreement may be modified, replaced or rescinded only in writing, and signed by an authorized representative of each party.

ARTICLE 10: ARBITRATION

Any and all actions, proceedings, and/or disputes relating to the enforcement or interpretation of any or all terms of this agreement, the nature of the Services performed by Browne Tax under this Agreement, no matter how characterized or classified, and/or performance under the terms of this Agreement, no matter the nature of the claims or issues, any and all such disputes shall be submitted to binding arbitration under the then prevailing rules of the American Arbitration Association and shall be a confidential proceeding. Arbitration shall be conducted in City and County of Spokane, WA in the United States and each party shall bear its own costs of the arbitration. Each party will choose one independent arbitrator. The two arbitrators so chosen shall jointly select a third arbitrator. Decision of the arbitrators shall be final and the parties agree to enter any decisions as judgments in the court of appropriate jurisdiction. However, this article’s provisions shall not apply to any action or proceeding by Browne Tax to collect any or all of its fees and/or expenses.

Article 11: LIMITATIONS OF LIABILITY

Section 11.1 Indemnification. Each party (“Indemnifying Party”) shall indemnify, defend and hold the other party (“Indemnified Party”) harmless from any and all third party claims, settlements, liability, damages and/or costs (including, but not limited to, attorney’s fees) payable to such third parties arising from a claim directly resulting from the reckless or willful misconduct of the Indemnifying Party in the performance of this Agreement. As a condition of the foregoing, Indemnified Party will promptly notify Indemnifying Party of such claims, provide Indemnifying Party with sole control of defense and settlement and will reasonably cooperate with Indemnifying Party with the defense and/or settlement thereof. Our maximum liability to you arising for any reason relating to services rendered shall be limited to the amount of fees you paid for these services. 

Section 11.2 Limitation of Liability. Client agrees that Browne Tax will not be responsible or liable for any damages for failing to conduct any transaction or for issuing any report when:

a. the website or other system was not working properly and Client knew or should have known about the problem when it Authorized the transaction; or

b. the information Client or Client’s Customers, vendors or payees have supplied to Browne Tax is incorrect, incomplete or not timely. Client agrees that Browne Tax will not be responsible for detecting errors, irregularities, or illegal acts of Client or its employees. Notwithstanding anything in this Agreement to the contrary, Browne Tax’s liability under this Agreement for damages under any circumstances for claims of any type shall be limited to a combined maximum of the previous six (6) month’s combined fees. Browne Tax is not privy to or a party to negotiations or agreements with the Client’s vendors or business affiliates that may impose these types of costs or penalties due to errors or omissions. As such, Client will notify Browne Tax in advance of any such arrangements with vendors or business affiliates that may impose or cause to occur these or any other type of costs arising from an error or omission so that any additional safeguards can be implemented to avoid such costs. These safeguards may include but are not limited to oversight, review and final approval by the Client for these particular transactions. Browne Tax reserves the right to carve out transactions from its scope of responsibility that it deems too great a liability if an error or omission were to occur. This in no way refutes, alters or affects the limitations of liability and damages set forth in this section (Section 11.2) Notwithstanding anything in this Agreement to the contrary, Browne Tax will not be responsible for special, indirect, incidental, consequential or other similar damages (including lost profits or declines in the value of a business) that Client may incur or experience in connection with this Agreement or the Services, however caused and under whatever theory of liability, even if Client has advised Browne Tax of the possibility of such damages. This Section sets forth the full extent of Browne Tax’s liability for damages resulting from this Agreement, or the Services rendered or to be rendered hereunder, regardless of the form in which such liability or claim for damages may be asserted and sets forth the full extent of Client’s remedies. Both Client and Browne Tax acknowledge that the fees for the Services to be provided hereunder reflect the allocation of risk set forth in this Section. Nothing in this Agreement is intended to adversely affect Client’s obligation to mitigate damages.

ARTICLE 12: MISCELLANEOUS

Section 12.1 Assignment. Neither party may assign, (e.g. merger, buyout, acquisition, or bankruptcy) any of its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Whereby one party assigns its interest in this agreement to a third party, the other party may terminate this agreement immediately upon written notice.

Section 12.2 Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

Section 12.3 Notice. Client agrees to give such notice to the person who signed this Agreement on behalf of Browne Tax by email to Browne Tax’s email address or in writing to Browne Tax’s address.

Section 12.4 Governing Law and Jurisdiction. As stated in Article 10, the Agreement will be governed by and construed in accordance with the laws of the State of Washington excluding that body of laws known as conflicts of law. Any legal action or proceeding arising under the Agreement will be brought exclusively in the federal or state courts located in the county of Spokane, Washington and the parties hereby irrevocably consent to personal jurisdiction and venue therein.

Section 12.5 Attorney Fees. Except for the purpose of collections, each party shall bear its own costs for any arbitration pursuant to Article 10 or any litigation to arise for.

Section 12.6 Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, terrorism, power outage, system failure, labor shortage or dispute, governmental act, failure of the Internet, or failure or delay in any software, hardware or telecommunications provided by the other party.

Section 12.7 Non-Solicitation. During the Term hereof and for a period of twelve (12) months following the termination or expiration of this Agreement, the Parties hereto agree not to hire, solicit, nor attempt to solicit, the services of any employee or consultant of the other Party that provided or received services under this Agreement, without prior written consent. Violation of this provision shall entitle the offended party to assert liquidated damages against the offending party equal to one hundred fifty percent (150%) of the solicited person’s annual compensation and all reasonable legal fees incurred by the offended Party. The rights of the Parties hereto arising from this Section 12.7 Non-Solicitation shall survive the expiration or other termination of this Agreement.