Terms and Conditions

Updated October  2024 

Any legally binding or contractual relationship between ACS and the Clients is governed by these Terms.

By using ACS ACCOUNTANTS LCC (ACS) portal and services, Clients acknowledge and accept terms and conditions, the nature and limitations of the services provided, and the engagement established between the Clients and ACS. The engagement will be governed by the terms here outlined.

Please be aware that the terms and conditions are signed at the times of the contract along with a service addendum that defines services and prices. Terms and conditions may be subject to change after you sign the contract. The most current version of the terms and conditions will always be available online. By continuing to use our services, you agree to abide by the latest terms.

By logging into the ACS client portal and proceeding with payment of the invoices, Clients acknowledge that they have reviewed the most updated terms and conditions. If there are no disputes raised at the time of portal login or invoice payment, these terms and conditions will be considered accepted. 

ACS reserves the right to amend or modify these Terms at any time. In such cases, ACS will inform the Clients of these changes via email and trough the client portal. These changes will only impact the future relationship between ACS and the Clients.

Continued use of the services will indicate the Clients’ acceptance of the revised Terms. If Clients do not wish to be bound by the changes, they must contact ACS for reviews and amendments. Failure to accept the revised Terms may entitle either party to terminate the Agreement.

The previous version of the Terms will govern the relationship prior to the Clients’ acceptance of the new Terms. Clients can request any prior version from ACS.

Scope and Rates 

The specific scope and pricing for ACS services will be outlined in a separate service addendum, which all Clients will receive individually and that must be accepted and signed before ACS begins the engagement. Any changes to rates or service types will require prior written approval.

The SERVICES ADDENDUM provides a summary of the services that ACS and Clients agree, the frequency of those services, the deliverables, and mutual responsibilities.

Any services not mentioned in the SERVICES ADDENDUM are excluded from ACS’s responsibilities unless explicitly requested.

Clients Responsibilities

Clients authorize ACS to accept instructions from managing directors, partners, and representatives for this engagement. 

As a condition of ACS performing the services described in the SERVICES ADDENDUM, Clients agree to: 

• Clients agree to provide all necessary documents and      contracts related to their business activities promptly. This includes      timely responses to inquiries from ACS to ensure efficient completion of      services as detailed in the SERVICES ADDENDUM.
• Clients are responsible for storing and      keeping original documents and electronic backups. ACS will access and      maintain the electronic archive but will not perform backups, virus scans,      or software updates. Clients are responsible for all decisions, charges,      and safety measures related to local or online data storage and computer      maintenance.
• Clients will make all management decisions      and perform all management functions regarding sales, purchases,      personnel, inventory, and taxes as applicable.
• Clients are responsible for maintaining      all Government and State records and licenses updated and active. Clients      must keep licenses and permits up to date and display them on premises if      necessary.
• Clients will evaluate the adequacy and      results of the services performed, including approving yearly financials      sent to the CPA for tax returns.
• Clients accept responsibility for the outcomes      of the bookkeeping services and for decisions related to employment and      sales. Unemployment, tourist, tangible, and sales tax reports filed are      the client's responsibility and result from management operations and      decisions. The client is      responsible for providing and verifying the information used for filing, as well as applying for all relevant taxes.
• Clients must establish and maintain      internal controls over bookkeeping processes and monitor ongoing      activities.
• Clients are responsible for collecting and      storing annual W-9 forms from vendors.

Clients agree that their management and employees are ultimately responsible for the proper recording of transactions, the safekeeping of assets, and the accuracy of trial balances and financial statements.

ACS ACCOUNTANTS Responsibilities

This engagement is limited to the services outlined in the SERVICES ADDENDUM. 

ACS ACCOUNTANTS LLC, in its sole professional judgment, reserves the right to refuse to take any action that may be construed as making management decisions or performing management functions. 

ACS will not perform management functions or make management decisions on behalf of the Clients. However, ACS may provide advice, research materials, and recommendations to assist the management in performing its functions and making decisions within the scope of this engagement.

The services listed in the SERVICES ADDENDUM will be performed based upon the information that Clients provide.

ACS will perform services under the assumption that all information submitted by Clients are legal, true, complete and accurate according to documents and other information retained in received files. ACS will not verify or audit this information.

The engagement does not include any procedures designed to detect errors, fraud, or theft. Therefore, the engagement cannot be relied upon to disclose such matters. In addition, ACS has no responsibility to identify and communicate deficiencies or material weaknesses in Clients’ internal control system as part of this engagement.

Tax responsabilities

Clients acknowledge that ACS ACCOUNTANTS LLC provides accounting and bookkeeping services but is not responsible for the payment or filing of local, state, or federal taxes. It is the client's sole responsibility to ensure compliance with all applicable tax laws and regulations, unless specifically engaged with the SERVICE ADDENDUM. Clients must make timely payments and filings to the relevant tax authorities. ACS may provide guidance and support regarding tax-related matters; however, any decisions regarding tax obligations remain the responsibility of the client. ACS ACCOUNTANTS LLC shall not be liable for any penalties, interest, or legal issues arising from the client's failure to comply with tax obligations.

Indemnification & NON-disclosure 

The Client agrees to release, indemnify and hold ACS ACCOUNTANTS LLC, (their partners, employees, executors, heirs, successors and assigns) harmless from any and all liability and costs resulting from any known misrepresentations or fraud participated in by management or any of them, or such errors resulting from incomplete or inaccurate information provided by management, and such indemnity shall not be limited to the term of this contract but shall be ongoing even after its termination. 

The Client also acknowledges that ACS ACCOUNTANTS LLC (and all its employees) in the course of their work may view or otherwise encounter information the Client considers confidential. In such a case ACS ACCOUNTANTS LLC undertake to keep such information confidential subject to governing law, jurisprudence and/or order of a court of competent jurisdiction.

Client agrees that no action can be taken against ACS ACOUNTANTS LLC because of their view or contact with the confidential information.

ACS may employ personnel located in other countries to assist in delivering services but with limited access and data entry clearance ONLY. These employees will not have access to any sensitive client data, ensuring the security of the communications, the database and the confidentiality of all information.

Privacy Policy

ACS is committed to protecting Clients’ privacy in accordance with Florida law. ACS collect personal information, such as names, addresses, emails, and financial data, (that might include banks and credit cards info) solely for the purpose of providing accounting services, including tax preparation and bookkeeping. ALL information is safeguarded through appropriate security measures, and ACS do not disclose, sell or rent personal information to third parties. ACS may share information only with trusted partners who assist in delivering the services, and only with Clients’ consent or as required by law. Clients have the right to access, correct, or delete personal information at any time by contacting ACS directly.

Timing of Engagement and Termination

This engagement is applicable to all the services provided by ACS ACCOUNTANTS LLC to the client for the accounting period listed in their SERVICES ADDENDUM, separately and individually sent to Clients for written approval. 

SERVICES ADDENDUM will be automatically yearly renewed until written termination.

Either party may terminate this relationship on thirty (30) days written notice to the other, including email notification, provided that such notice has been received. If the Client provides less than thirty (30) days’ notice, the average of one month’s billings will be payable in lieu of notice. 

During the thirty (30) days termination period projects in process shall be completed if possible, and no other work shall be undertaken unless the parties agree in writing to specific terms for the additional work.

Data Retention Policy

ACS ACCOUNTANTS LLC retains client data and records for as long as the client relationship is active,

for a necessary period to fulfill the purposes outlined in our services, comply with legal obligations, and maintain business operations. Specifically, ACS will retain personal information and financial records for a minimum of seven (7) years following the performance of services and productions of deliverables, in accordance with applicable laws and regulations. In the event of service interruption or termination, ACS will return all client records within thirty (30) days. Once the client relationship ends, ACS will securely dispose of or anonymize any remaining personal information and financial records, ensuring compliance with applicable laws and regulations. Clients may request access to their data during the retention period, and any requests for deletion or modification of records will be handled in accordance with our privacy policy and applicable laws.

Professional Fees

Professional fees for the services provided are indicated in the SERVICES ADDENDUM. 

Professional fees are subject to an automatic minimum 3% yearly increase or official inflation rate as per US Bureau of Statistic: https://data.bls.gov/ (if more than 3% yearly), (whichever greater).

Changes of service, rates and/or scope of work will require a written revision of this engagement SERVICES ADDENDUM. 

Payments

All billings are ‘DUE ON RECEIPT’. 

Payments will be automatically debited to client with ACH/e-check if fees are unpaid after 15 days from the date of invoice, unless disputed in writing. 

Acceptance of this agreement, indicated by not disputing it at the time of portal first login and prior to payment of the invoices, is regarded as written consent to process the invoice payments. 

Services will be suspended with written communication, in case of open unpaid balances after 30 days from the date of the invoice. 

All amounts unpaid after 30 days might be subject to late interests (maximum 18% per annum), calculated from the invoice date, on the total outstanding amount as per Florida Statues in the following link: http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0687/Sections/0687.02.html

Domestic wire transfers and domestic checks are free of charge.

International wire transfer received, might be subject to additional charges that will be documented for reimbursement.

QuickBooks Online Credit card invoice payments are subject to a 3% additional charge.

QuickBooks Online ACH bank transfer invoice payments are subject to a 1% additional charge as per attached link to Intuit QuickBooks charges: https://quickbooks.intuit.com/payments/pricing/

Intellectual Property

The content of the website and the Terms and Conditions, including all text, graphics, and other materials, is the intellectual property of ACS ACCOUNTANTS LLC and is protected by applicable copyright and trademark laws. Unauthorized reproduction, distribution, or use of any part of these Terms is strictly prohibited without the express written consent of ACS ACCOUNTANTS LLC. Clients agree not to copy, modify, or create derivative works based on these Terms for any purpose without prior authorization. Any violation of this provision may result in legal action.

Paperless Services

ACS ACCOUNTANTS LLC is committed to sustainability and efficiency by offering paperless services. All documents, communications, and transactions will be conducted electronically through our secure client portal. Clients are encouraged to utilize digital formats for all records and correspondence to minimize paper usage and enhance accessibility. By choosing our paperless services, clients can conveniently access their information anytime and anywhere while contributing to environmental conservation.

Software

QUICKBOOKS

QuickBooks Online Subscriptions are directly billed by Intuit to the client. If Clients accept Pro Advisor rates provided by ACS ACCOUNTANTS LLC, they will pay the subscription directly to ACS at the price provided by ACS. Intuit is the company that owns all QuickBooks software and solely responsible of deciding prices and increases.  By using and authorizing ACS ACCOUNTANTS to use QuickBooks Online, Clients agree and accept Intuit terms: https://www.intuit.com/legal/terms/en-us/quickbooks/online-preview/. 

ACS ACCOUNTANTS is not responsible for any QuickBooks subscription current price, change or rate increase. ACS is not responsible for any additional service provided by Intuit such as Merchants, Payrolls and (but not limited to) Bank Accounts. 

If agreed in the SERVICES ADDENDUM or by written communication, ACS ACCOUNTANTS LLC is paying for QuickBooks Subscription charges on behalf of the client, the charges are billed to the client in advance. 

Price increases might incur at any time and exclusively decided by Intuit without any pre-alert to ACS ACCOUNTANTS LLC. Whenever they incur, increases will be additionally billed in advance considering Intuit new rates and with starting dates provided by Intuit.

If software charges are not paid on receipt, the software third party billing service will be interrupted, and the client will be switched to direct billing at current Intuit price. Any special discount lost switching to client billing will be waived and nor re-applicable. 

Upon final payment, Online Admin access to Intuit software, will be transferred to the client. 

ACS ACCOUNTANTS LLC acknowledges that Admin access is the sole property of the client and will be granted only after the outstanding balance is settled. Until then, access may be restricted to protect the client’s interests and ensure compliance with our service agreement.

ACS PORTAL 

To use the ACS ACCOUNTANTS Portal Service( https://clients.acsaccountants.com/client-login),Clients must register or create a user account, using the magic link provided by ACS and providing all required data or information in a complete and truthful manner.
Failure to do so will cause unavailability of the Service.

Clients are responsible for keeping their login credentials confidential and safe. For this reason, Clients are also required to choose passwords that meet the highest standards of strength permitted by this Application.

By registering, Clients agree to be fully responsible for all activities that occur under their username and password.
Clients are required to immediately and unambiguously inform ACS ACCOUNTANTS, if they think their personal information, including but not limited to user accounts, access credentials or personal data, have been violated, unduly disclosed or stolen.

PAYROLL PROVIDERS 

Clients, can trust that their employees’ information, including salaries, tax details, and personal data, is handled with strict confidentiality and in accordance with applicable laws.

ACS ACCOUNTANTS LLC utilizes the clients’ payroll providers or ADP for payroll processing if service requested directly to ACS, always ensuring the highest standards of security and compliance. ADP employs advanced encryption, secure access controls, and regular audits to protect sensitive payroll data against unauthorized access and breaches. By leveraging ADP's robust security measures, ACS ACCOUNTANTS LLC aims to provide reliable and secure payroll services while safeguarding client information. For payroll services provided by ACS, clients will sign contract directly with ADP and will provide their ADP payroll account access to ACS.  For any additional information please refer to https://www.adp.com/legal.aspx. 

Electronic Communications

Clients and ACS ACCOUNTANTS LLC agree that all communications related to the services provided under these Terms and Conditions may be conducted electronically. This includes, but is not limited to, emails, messages through the ACS client portal, and any other digital platforms used by ACS. By engaging in electronic communication, clients acknowledge the convenience and efficiency of this method. Clients are responsible for providing accurate contact information and ensuring that they regularly check their email and portal notifications. ACS ACCOUNTANTS LLC will not be liable for any delays or issues arising from the failure to receive electronic communications. 

Cyber Insurance

In the event that ACS utilizes email services hosted by the Client, the Client acknowledges and agrees that it is their sole responsibility to maintain adequate cyber insurance coverage against phishing attacks, scams, and any related cybersecurity threats. ACS shall not be liable for any losses, damages, or expenses incurred as a result of phishing or scam incidents arising from the use of the Client's hosted email services.

Data Protection

ACS ACCOUNTANTS LLC utilizes Microsoft products and services, which are equipped with robust security features designed to protect client data. Microsoft employs advanced encryption, multi-factor authentication, and regular security updates to safeguard information against unauthorized access and cyber threats. Additionally, Microsoft complies with industry standards and regulations, ensuring that data is handled with the utmost care and security. While ACS ACCOUNTANTS LLC leverages these protections, clients are encouraged to implement their own security measures and remain vigilant in managing their accounts and access credentials.

ACS ACCOUNTANTS LLC is committed to keeping clients informed about best practices in data security. To enhance awareness, we provide "Weekly Security Shorts," brief communications that highlight important security tips, updates on potential threats, and recommendations for safeguarding personal and financial information. Clients are encouraged to review these updates regularly to stay informed and proactive in protecting their data. By fostering a culture of security awareness, we aim to minimize risks and enhance the overall safety of our services.

Right to Reviews 

Clients have the right to review and request changes to their personal information and any documents related to the services provided by ACS ACCOUNTANTS LLC. Clients may request access to their records at any time, and ACS will make reasonable efforts to provide the requested information within a timely manner. Clients are encouraged to review their records, and the provided financials reports regularly and notify ACS of any discrepancies or inaccuracies to ensure that all information is current and correct.

Client Feedback 

ACS ACCOUNTANTS LLC values client feedback and encourages clients to share their thoughts or concerns regarding our services. Clients may submit feedback at any time, and ACS will review and address such feedback promptly to improve service quality and client satisfaction. Clients can direct their feedback to info@acsaccountants.com.

Amendments

Any amendments to this agreement must be requested in writing and require approval from both parties. This ensures that all changes are documented and agreed upon, providing clarity and preventing misunderstandings. Verbal agreements or informal communications regarding amendments will not be recognized unless they are formally documented and signed by both parties.

Disputes

In the event of any dispute arising out of or relating to these Terms and Conditions, the parties (ACS and the Clients) agree to first attempt to resolve the matter through informal discussions. If the dispute cannot be resolved amicably within thirty (30) days, the parties agree to submit the dispute to mediation before pursuing any other legal remedies. The mediation shall be conducted in accordance with the rules of a mutually agreed-upon mediation service. If mediation fails to resolve the dispute, either party may then pursue legal action in accordance with the governing law provisions outlined herein. Clients can send their mediation requests to info@acsaccountants.com.

Force majeure

Neither party shall be liable for any failure to perform its obligations under these Terms if such failure results from circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, government actions, or natural disasters (ex: hurricanes or local/global outages). In the event of a Force Majeure occurrence, or the affected party shall promptly notify the other party and make reasonable efforts to resume performance as soon as possible. If the delay persists for more than thirty (30) days, either party may terminate the engagement without liability.

Applicable Law

This engagement letter shall be governed as to validity, interpretation, construction, effect and in all other respects by the laws and decisions of the State of Florida. In the event of commencement of any legal action regarding any term or condition of this engagement such action by agreement is to be subject to the jurisdiction of Miami – Dade Courts and governed by the English language.

Default

The occurrence of any of the following shall constitute a default under this Agreement:

a) The failure to make a required payment when due.

b) The insolvency or bankruptcy of either Party.

c) The subjection of any of either Party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. 

Entire Agreement

This agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this agreement. This agreement supersedes any prior written or oral agreements between the parties. We guarantee the means, but we don’t guarantee the results.

Severability

If any provision of this agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

Notice 

Any notice or communication required or permitted under this agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing

Waiver of Contractual Rights

The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.

Attorney’s fees to prevailing party

In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal. The client shall pay all costs of collection, including, without limitation, attorney fees. In addition to any other right or remedy provided by law, if The client fails to pay for the Services when due, ACS ACOUNTANTS LLC has the option to treat such failure to pay as a material breach of this agreement, and may immediately cancel this agreement and/or seek legal remedies.

Construction and Interpretation 

The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

Assignment

Neither party may assign or transfer this agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

DEFINITIONS

1. ACS ACCOUNTANTS LLC (ACS): The accounting and bookkeeping service provider offering services through its portal.

2. Clients: Individuals or entities that engage ACS for accounting and bookkeeping services.

3. Services Addendum: A separate document outlining the specific services, pricing, and responsibilities agreed upon by ACS and the Clients.

4. Engagement: The contractual relationship established between ACS and the Clients, governed by these Terms and Conditions.

5. Electronic Communication: Any communication conducted via digital means, including emails and messages through the ACS client portal.

6. Force Majeure: Events beyond the control of either party that prevent the fulfillment of obligations, such as natural disasters, war, or government actions.

7. Data Protection: Measures taken to safeguard personal and financial information in compliance with applicable laws and regulations.

8. Indemnification: The Client's agreement to protect ACS from any liabilities arising from misrepresentations or incomplete information provided by the Client.

9. Privacy Policy: The guidelines outlining how ACS collects, uses, and protects personal information from Clients.

10. Professional Fees: The charges for services provided by ACS, as outlined in the Services Addendum.