Northstar Services Agreement (Non-Tax)
This Northstar Services Agreement (these “Terms” or this “Agreement”) is made between you (either an individual or, if you are using Northstar on behalf of an entity, that entity) and Northstar Financial Consulting Group, Inc. This Agreement is being entered into in connection with the Bookkeeping Services, Fractional CFO & Accounting Services and/or the Consulting Services to be provided to you by Northstar (the “Services”).
If your Order Form contains additional terms and conditions, then those terms and conditions govern to the extent they conflict with any of these terms. If you are agreeing to these terms on behalf of an entity, you represent that you have the authority to bind that organization, otherwise you must not sign up for the Services.
Please read this agreement carefully. It requires the use of binding individual arbitration to resolve disputes rather than jury trials or class actions (for information about how to opt-out, see Section 11.8 (30-day opt-out period) below).
1. Scope and Use of Services
1.1. Bookkeeping Services
Northstar’s bookkeeping services (the “Bookkeeping Services”) involves the organization of your business transactions and the preparation of your financial statements, although more specific bookkeeping services or exclusions may be specified in your Order Form.
1.2. Fractional CFO & Accounting Services
Northstar’s fractional CFO & accounting services (the “Fractional CFO & Accounting Services”) involves the management of key financial projects, such as capital raising or tax audits, the evaluation of financial workflows, cash flows and growth trajectories. We also assist with identifying and integrating new systems to increase efficiency and productivity. Relatedly, we prepare accounting, regulatory, forecasting and budge reports. In addition, we assist with the development of company control policies and procedures. Specific Fractional CFO & Accounting Services may be specified or excluded in your Order Form.
1.3. Consulting Services
Northstar’s consulting services (the “Consulting Services”) involves special projects described in your Order Form, such as business valuation or discreet financial strategy analysis.
1.4. Excluded Services.
Northstar is not a public accounting firm and is not acting as your agent, broker, fiduciary or investment advisor. Our Services do not include, and you will not purport to rely on them for: (i) accounting advice, (ii) legal advice regarding any of your business practices, including with respect to their appropriateness or legality; or (iii) tax advice or tax return preparation.
To the extent your Order Form selects Tax Services, such services shall be governed by the Tax Service Agreement and are specifically excluded by this Agreement.
1.5. Unauthorized uses of the Services
You agree not to use the Services:
- in connection with or to violate any law, statute, ordinance or regulation (including those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), including, but not limited to, transactions relating to counterfeit goods, stolen goods, illegal or controlled substances (although compliance with state law with respect to production or sale of marijuana shall not be deemed a breach of this Agreement with respect to federal restrictions on marijuana), illegal online gambling/wagering, escort services, pyramid schemes, counterfeit goods, the unlicensed sale of firearms, or any type of money laundering;
- process false or inaccurate transactions; or
- harass or abuse Northstar Representatives or agents performing services on behalf of Northstar.
We may suspend or terminate provision of the Services, in whole or in part, where we believe it is being used in a manner that breaches this Agreement or creates risk of personal injury, property damage, or legal liability for Northstar, you or any third party, or may cause Northstar to lose the services of one of our third-party service providers. You represent and warrant that any information you provide to us about your (or, if you are acting on behalf of another, that person’s) business, products, or services is accurate and complete.
If you ordered Bookkeeping Services, you acknowledge and agree that in performing the Bookkeeping Services, Northstar must use, record, classify and reconcile your financial transactions and other data to prepare your books. For example, depending upon the Bookkeeping Services, Northstar may have to: (a) import transactions from your books in order to reconcile your bank accounts, (b) categorize transactions in your books to expense accounts and to balance sheet accounts for amortization purposes and/or (c) sync your payroll data. Any modifications made by you or on your behalf (e.g., by a third party service provider other than Northstar) to your books may adversely impact Bookkeeping Services previously performed by Northstar, causing Northstar to have to re-perform such Bookkeeping Services in order to correct any resulting inconsistencies or inaccuracies or to confirm that there are no such inconsistencies or inaccuracies. To avoid these types of situations that are undesirable not only for Northstar, but also for you, you hereby appoint Northstar as your exclusive third-party bookkeeper. If you engage another third-party service provider to make changes to your books, or you otherwise make changes to your books directly, while you have engaged Northstar to provide the Bookkeeping Services, Northstar reserves the right to terminate your subscription at any time upon written notice without a refund of prepaid fees for unelapsed months of the Bookkeeping Services.
In providing Services, we rely on information provided by you. You agree to provide the information we request. You agree to provide only accurate information. You acknowledge that your failure to provide information we request may result in a delay in our Services and that such a delay does not constitute a breach of this Agreement by us.
2. Third Party Accounts
2.1. Third Party Accounting Software
2.2. Third Party Accounts Payable Providers
2.3. Third Party Payroll Providers
For most of our clients, we use the accounts established by the client with third party payroll providers. Many of our clients use the Northstar Payroll Provider, the use of which is governed by Teamployer. You agree to pay all fees incurred in setting up and maintaining such payroll services.
2.4. Third-party services and Login Credentials
Our Services can automatically transfer data from other websites and services, like your bank account. If you provide us with login credentials (for example, an account name or number, password, answers to security questions (collectively, the “Login Credentials”)), you both (a) give us permission, and a limited power of attorney, to use them to login to these other websites and services and access, transfer, reformat, and manipulate your account on your behalf; and (b) represent to us that you have the authority to give us this permission. We will only use the Login Credentials as described in this Agreement.
3. Customer Data
All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Northstar stores and processes its own information of a similar type. As part of providing the Services, we may transfer, store and process Customer Data in the United States. By using the Services, you consent to this transfer, processing and storage of Customer Data.
4. Non-Disclosure and Confidentiality
Subject to Section 4.2 (Disclosure of Confidential Information) the recipient (that is, Northstar and you) will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this Agreement. Customer Data is your Confidential Information. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to other parties other than the recipient’s Representatives who need to know it and who have a legal obligation to keep it confidential. The recipient will ensure that its Representatives are also subject to the same non-disclosure and use obligations.
4.2. Disclosure of Confidential Information
Regardless of any other provision in this agreement, the recipient or its Affiliates may disclose the other party’s Confidential Information (a) in accordance with a Legal Process, subject to Section 4.2.2 (Legal Process notification); (b) with the other party’s written consent; or (c) in connection with enforcing our rights under our agreements with you.
4.2.2. Legal Process notification
The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information in accordance with Legal Process. Notice is not required before disclosure if the recipient is informed that (a) it is legally prohibited from giving notice or (b) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury.
The recipient and its Affiliates will comply with the other party’s reasonable requests to oppose disclosure of its Confidential Information.
Neither party shall, at any time during the Term, or thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the reputation of the other party or any of its respective officers, directors, employees, advisors, or businesses. Notwithstanding the foregoing, nothing in this Agreement shall preclude either party from making truthful statements that are required by applicable law, regulation or legal process.
5. No Solicitation
Northstar has and continues to invest heavily into its team, and you acknowledge this and agree not to solicit or employ any of our employees or contractors. As liquidated damages and not as a penalty, in the event that you or any of your Affiliates engage as your (or your Affiliate’s) own independent contractor or employee any individual who, within the previous 24 months, was an employee or independent contractor of Northstar and provided Services to you, you shall pay to Northstar a conversion fee equal to 100% of the annualized compensation to be paid by you and your Affiliates to such former employee or contractor, which fee shall be payable in a lump sum within thirty (30) days of your (or your Affiliate’s) engagement of such person.
The fees for the Services and the date the fees are payable are as set forth in your Order Form.
Northstar may elect to collect payment for the fees automatically via ACH. Fees are exclusive of taxes, which you’re responsible for if applicable. You hereby authorize Northstar or its payment processor to initiate entries to your business bank checking accounts on file with Northstar (using your business address on file) in order to pay amounts that you owe to Northstar, and, if necessary, to initiate adjustments for any transactions credited or debited in error. Northstar may immediately suspend provision of the Services if your account is past due. In addition, if payment is not received by Northstar as and when due, in addition to any other available remedies Northstar may have, you agree to pay, as liquidated damages and not as a penalty, interest on the unpaid balance of such fees and expenses at the rate of ten percent (10%) per annum (but in no event more than the maximum rate allowed by law) from the date due until paid in full.
If you have a good faith objection to any of our fees, you must notify us of your objection via email to email@example.com within 10 days of our delivery of the invoice explaining the basis of your objection in reasonable detail. If you do not provide such an objection during this period, you will be deemed to have waived any objection or dispute to the validity of such fees, and the invoice will be deemed received and approved in its entirety.
You are responsible to reimburse Northstar for all reasonable business expenses incurred by Northstar in connection with the Services provided hereunder. Reimbursement for such expenses is due upon receipt of an invoice from Northstar for such expenses.
7. Term and Termination
This Agreement is effective on the date you sign an Order Form (the “Effective Date”), and the term of this Agreement (the “Term”) shall continue from the Effective Date until the term set forth in your Order Form expires, or is terminated in accordance with the terms set forth in such Order Form or the body of this Agreement.
7.2. Termination by you
You may terminate this Agreement in accordance with the termination provisions of the Order Form. Upon such termination we will give you a refund of prepaid fees for unelapsed months of the Services (other than any onboarding fees), but any fees paid as of the date of termination shall not be refundable and fees and expenses for Services provided as of the date of termination will be immediately due and payable on the date of termination.
7.3. Termination by us
We may terminate your Services at any time by providing notice of termination to you via the email address we have on file. In the event we terminate your Services for any reason other than your violation of Section 1.5 (Unauthorized uses of the Services) or your material breach of this Agreement, we will give you a refund of prepaid fees (other than onboarding fees) for unelapsed months of the Services.
7.4. Effect of termination or expiration of Term
In the event your Term expires or is terminated, we will try to transfer to you the “master administrator” status for the Intuit Quickbooks Online account and any other accounts that was maintained for you by Northstar, so that you can elect to maintain that subscription with Intuit (and such other accounts) or export your data.
Sections 1.5, 4, 6, and 7 – 16 (inclusive) will survive the termination or expiration of this agreement.
9. Intellectual Property
As between the parties, you retain all intellectual property rights in your data, and we retain all intellectual property rights in the Services. You grant us a limited license to use your data to provide, protect, and improve the Services. We may retain anonymized, de-identified, and aggregated data that is protected by organizational and technical safeguards in order to perform research and development. If you provide us with feedback or suggestions about the Services (“Feedback”), then we may use that information without obligation to you, and you hereby irrevocably assign to us all right, title, and interest in that Feedback.
10. Using Northstar Services on Behalf of Others
If you are using the Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient to do so.
11. Warranty Disclaimer
TO THE FULLEST EXTENT PERMITTED BY LAW, NORTHSTAR, ITS AFFILIATES, AND ITS AND THEIR CONTRACTORS (THE “NORTHSTAR ENTITIES”) MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” NO WARRANTY IS MADE THAT THE SERVICES OR RESULTS OF USE OF THE SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS, THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICE, WHICHEVER IS SOONER. THE NORTHSTAR ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE NORTHSTAR ENTITIES FOR ALL CLAIMS RELATING TO THE SERVICES AND THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, THE NORTHSTAR ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF THE NORTHSTAR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF THE NORTHSTAR ENTITIES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND THEIR USE.
You shall defend and indemnify the Northstar Entities from and against all damages, losses, liabilities, claims, demands, actions, suits, judgements, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and our provision of the Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of this Agreement, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
14.1. Judicial forum for disputes
Except as set forth in Section 14.5 (Arbitration), you and Northstar agree that any and all claims relating to these terms or the Services may only be brought in state courts located in Los Angeles County, California, subject to the mandatory arbitration provisions below. Both you and Northstar consent to venue and personal jurisdiction in such courts.
14.2. Notice of disputes
If you have a dispute with Northstar, you will promptly send written notice to: Northstar Financial Consulting Group, Inc., 9454 Wilshire Blvd., 6th Floor, Beverly Hills, CA 90212.
14.3. Governing law
This agreement and all claims (including procedural issues) between the parties are governed by the laws of California, excluding California’s conflict of laws rules.
14.4. Informal resolution
Before filing a claim, you and we each agree to try to resolve the dispute by contacting the other party through the notice procedures in Section 14.2 (Notice of disputes). If a dispute is not resolved within thirty days of notice, you and we may bring a formal proceeding.
You and Northstar agree to resolve any and all claims relating to this agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Los Angeles (CA), or any other location both parties agree to in writing.
14.6. Exception to arbitration
Either party may bring a lawsuit in state courts located in Los Angeles County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above.
14.7. NO CLASS ACTIONS
You may only resolve disputes related to or arising from the Services with the Northstar Entities on an individual basis and will not bring a claim in a class, consolidated, or representative action.
14.8. 30-day opt-out period
If you don’t wish to be bound by these arbitration provisions (including its waiver of class and representative claims), you must notify us by emailing firstname.lastname@example.org no later than 30 days after the first acceptance date of any version of this agreement containing an arbitration provision (unless a longer period is required by applicable law). An opt-out notice does not revoke any previous arbitration agreement between us.
14.9. Future changes to this dispute resolution agreement
If Northstar makes any changes to this Section 14 (or successor section and not including Section 14.2 (Notice of Disputes)), you may reject any such change by notifying us via the procedure set forth in Section 14.8 (30-day opt-out period) within 30 days of the change. It is not necessary to submit a rejection of a future change to this Section 14 if you have properly opted out of arbitration in compliance with the requirements of Section 14.8 (30-day opt-out period).
14.9. Attorney’s Fees
If any legal action arises under this Agreement the prevailing party shall be entitled to have and recover all reasonable costs and expenses, including reasonable attorney’s fees, incurred in enforcing or attempting to enforce any of the terms of this Agreement, including costs incurred prior to commencement of legal action, and all costs and expenses, including reasonable attorney’s fees, incurred in any appeal from an action brought to enforce any of the terms of this Agreement.
15.1. Updates to this agreement
Northstar may make nonmaterial changes to these terms at any time without notice, but we will provide advance notice of any material changes to them. Other than changes made under Section 14.9 (Future changes to this dispute resolution agreement), the changes to the terms will not apply retroactively and will become effective 30 days after we give you notice or the stated effective date of the new terms, whichever is later. If a new version of these terms has a material negative impact on you, then you may object to the change by notifying us (via email@example.com) within 30 days after we provide you with notice of the changes. If you so notify us, then you will remain governed by the terms in effect immediately before the change until the end of your Term. Notwithstanding anything to the contrary in the foregoing, any changes to the terms related to new features or made for legal reasons will become effective immediately upon notice.
If one or more of the provisions contained in this agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
You may not assign this Agreement, or your rights or obligations under it, in whole or in part and any such assignment is void. Northstar may freely assign this Agreement, or its rights and obligations under it, in whole or in part.
15.4. Electronic notices
We will communicate with you via email or the Services’ dashboard. It is your responsibility to keep your Services account e-mail address up-to-date so that you are able to receive electronic communications from us.
15.5. Entire agreement; Amendments
This Agreement, together with your Order Form, constitutes the entire agreement between you and Northstar with respect to its subject matter, and supersedes any and all prior agreements, discussions, negotiations, and offers. Except as specifically stated otherwise in the Agreement, any amendment to the agreement must be in writing, expressly state that it is amending the Agreement and signed by both parties.
15.6. Order of precedence; headings
In the event of a conflict between this agreement and any Order Form, the terms of the Order Form shall govern. Headings are for information purposes only.
15.7. Third-party beneficiaries
Northstar’s Affiliates and Northstar’s and its Affiliates’ suppliers and distributors are intended third party beneficiaries of Sections 11 – 13 (inclusive). Except as expressly set forth in the foregoing, there are no third party beneficiaries to these terms.
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
“Confidential Information” means information that one party (or Affiliate) discloses to the other party under the agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is your Confidential Information. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
“Control” means control of greater than 50% of the voting rights or equity interests of a party.
“Customer Data” means data submitted, stored, sent or received via the Services by you, at your direction, or as part of the Services for you.
“including” means including, without limitation.
“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
“Order Form” means the ordering document or website page for the Services that incorporates by reference this Agreement.
“Northstar”, “we”, and “us” means Northstar Financial Consulting Group, Inc.
“Representatives” means employees, Affiliates, agents, and professional advisors.