Email: [email protected]
Website: keelstoneacc.com
These Terms and Conditions govern the provision of accounting and bookkeeping services by Keelstone. They apply from the moment you engage us, sign a Statement of Work or engagement letter, or use our website. Because our work concerns your financial records, the early clauses set out clearly what we do, what we do not do, and where your own responsibilities and those of your other advisers begin. We ask that you read them in full before any engagement begins. By proceeding, you agree to be bound by these Terms.
1. Acceptance and Engagement
These Terms constitute the agreement between Keelstone (“we”, “us”, “our”) and the organization engaging us (“you”, “the Client”). They apply together with any Statement of Work or engagement letter and our Privacy Policy. Where a Statement of Work and these Terms conflict on a specific matter, the Statement of Work governs that matter. You represent that you are at least 18 years of age and that you have authority to bind your organization to this agreement.
2. Definitions
- “Services” means the accounting, bookkeeping, and accounting-systems services we agree to provide, including strategy, platform configuration, integration, automation, data migration, ongoing bookkeeping, and managed support.
- “Platform” means the third-party accounting platform in which we work on your behalf, such as QuickBooks, Xero, Sage, NetSuite, or FreshBooks.
- “Statement of Work” or “SOW” means the executed brief or engagement letter setting out the scope, deliverables, timing, and fees for an engagement.
- “Deliverables” means the configurations, reports, reconciliations, ledgers, migrated data sets, and documentation we produce.
- “Client Information” means the records, documents, data, and explanations you provide to us for the purpose of the Services.
- “Confidential Information” means non-public information disclosed by either party, including financial records, business plans, pricing, and trade secrets.
3. Scope and Limitations of Our Services
3.1 What We Provide
We provide accounting, bookkeeping, and accounting-systems services within the scope agreed in the SOW. We determine the methods and tools used to perform the work, in accordance with sound professional practice, unless the SOW provides otherwise.
3.2 What We Do Not Provide
Unless expressly agreed in a separate written engagement, our Services do not include statutory audit, assurance, or attestation services, the preparation or filing of statutory financial statements, legal advice, or investment advice. We do not act as your auditor. Where a service requires a licensed or regulated professional that we are not engaged or qualified to provide, you should obtain that service from an appropriately qualified and licensed adviser. Nothing in these Terms or in our work creates an audit or assurance relationship between us.
4. Information You Provide and Our Reliance On It
The Services are performed on the basis of the Client Information you provide. We rely on that information being accurate, complete, and provided in good time. We do not audit, review, or independently verify the Client Information, and we are entitled to assume that documents and explanations given to us are genuine and complete unless we have actual knowledge to the contrary. We are not responsible for any error in a Deliverable that arises from inaccurate, incomplete, or untimely Client Information.
5. Your Responsibilities for Your Financial Records
Responsibility for your financial affairs remains with you. In particular, you are responsible for maintaining proper accounting records, for the completeness and accuracy of the underlying transactions, for reviewing and approving any accounts, reports, or returns we prepare before they are relied upon or submitted, for filing all returns and making all payments to tax and other authorities by their due dates, and for maintaining adequate internal controls over your finances. We may prepare or assist with these matters within the agreed scope, but our doing so does not transfer responsibility for them to us.
6. No Audit, Assurance, or Fraud Detection
Our Services do not constitute an audit, review, or other assurance engagement, and we express no opinion and provide no assurance on your financial statements or records. The Services are not designed, and cannot be relied upon, to detect fraud, error, or other irregularity, and the prevention and detection of fraud and error remain your responsibility through appropriate internal controls. If our work happens to bring an irregularity to our attention, we will inform you, but the absence of any such report is not a confirmation that none exists.
7. Tax Matters
Where the SOW includes tax-related support, that support is limited to the scope expressly stated. We configure tax rules within the Platform in accordance with the determinations and elections you provide. You remain responsible for your tax positions, for the timely filing of returns, and for the payment of all taxes due. We do not warrant any particular tax outcome and we do not guarantee that a return or position will not be questioned or adjusted by a tax authority. We are not liable for penalties, interest, or other charges arising from late, incorrect, or incomplete filings. Tax law changes over time, and where your engagement requires specialist or contentious tax advice, you should obtain it from a licensed tax professional.
8. Bookkeeping and Period-End Services
Where the SOW includes ongoing bookkeeping or period-end assistance, we perform that work with reasonable skill and care on the basis of the Client Information provided. Journal entries, reconciliations, and period-end adjustments are prepared for your review, and you are responsible for reviewing and approving them. Where the SOW sets response or turnaround targets, those targets describe when we will begin work on a qualifying item and are not a guarantee of a particular completion date.
9. Accounting Platform Implementation and Configuration
Where the SOW includes implementation, we configure your chart of accounts, approval chains, reporting templates, and platform settings in accordance with the financial structure and policies you provide and approve. The accuracy of the configuration depends on the accuracy of the information and policy decisions you supply. You are responsible for testing and approving the configuration before relying on it for live accounting.
10. Data Migration and Opening Balances
Where the SOW includes migration, we transfer the trial balance, historical ledgers, opening balances, and vendor and customer records in accordance with the agreed mapping, and we take reasonable steps to preserve the audit trail. You are responsible for maintaining a complete backup of your prior system and for reconciling and approving the migrated opening balances and records against your prior records before you rely on them. We are not liable for errors originating in legacy data, nor for discrepancies that a reasonable reconciliation by you would have identified.
11. Bank Feeds, Payments, and Financial Controls
Where we configure bank feeds, those feeds are established on the access you authorize, and we recommend read-only access wherever the work allows. We do not initiate or approve payments or move money on your behalf unless this is expressly agreed in writing. You are solely responsible for authorizing, reviewing, and verifying all payments, and for maintaining financial controls such as segregation of duties and approval limits. We are not liable for any erroneous, duplicate, unauthorized, or fraudulent transaction, including any arising from your approval configuration or a compromise of your accounts.
12. Automation and AI Features
Automations such as auto-reconciliation, scheduled journal postings, and expense classification operate on the rules and parameters you approve, and the resulting entries are subject to your review. We are not liable for an entry produced by an automation operating correctly on parameters you set. Where we configure AI-driven features such as transaction matching, anomaly detection, or cash-flow forecasting, those features are aids that produce estimates or suggestions. They are probabilistic, may misclassify or miss items, require human review, and must not be relied upon as a substitute for your own review and approval.
13. Third-Party Accounting Platforms
We configure and operate third-party accounting platforms, but we do not own or control them. Those vendors set their own pricing, modify their features, and may experience outages, in each case outside our control. Where a vendor changes or withdraws functionality on which a Deliverable depends, any resulting remediation constitutes additional work unless an active managed services plan covers it. Your subscription and licence with each Platform vendor remains your responsibility.
14. Anti-Money-Laundering and Identity Verification
We may be required by law to verify the identity of our clients and their beneficial owners before or during an engagement, and you agree to provide the information and documents we reasonably request for that purpose. Applicable anti-money-laundering law may require us to make a report to the relevant authority in certain circumstances, and we may be prohibited from informing you that we have done so. Where the law requires such a report or verification, that requirement takes precedence over the confidentiality obligations in these Terms, and we are not liable to you for any action we take in good faith to comply with it.
15. Confidentiality
Subject to Section 14, each party shall protect the other’s Confidential Information and use it only for the purposes of the engagement. This obligation does not extend to information that is or becomes public through no fault of the receiving party, was already known to it, was independently developed, or was lawfully obtained from a third party without restriction. Given the financial sensitivity of the information involved, each party shall apply at least the same standard of care it applies to its own confidential information. The obligation survives for two years following the end of the engagement, and indefinitely in respect of any trade secret.
16. Data Protection
In delivering the Services, we process personal data within your records, such as employee, customer, and supplier information. Where we do so on your behalf, we act as your processor and handle that data in accordance with applicable data protection law, including the GDPR and the CCPA where they apply. You act as the controller and remain responsible for the lawful basis for that processing and for any required consents and notices. Where a data processing agreement is required between the parties, we will enter into one, and it shall apply alongside these Terms.
17. Fees and Payment
Fees are set out in the SOW or invoice prior to the commencement of work, and additional scope is quoted separately and provided before such work begins. Invoices are due within fourteen days of the invoice date unless the SOW provides otherwise, and any deposit or recurring retainer is charged as set out in the SOW. Overdue invoices accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. We may suspend the Services on any account more than fifteen days past due, and such suspension does not discharge amounts already owed. Payments are non-refundable in respect of work already performed. To the extent permitted by applicable law, we may retain documents and records in our possession until all outstanding fees have been paid, save for records you are entitled to receive by law. You are responsible for all applicable taxes and for any pre-approved out-of-pocket expenses we incur.
18. Acceptance of Deliverables and Revisions
Each Deliverable includes up to two rounds of revision at no additional charge unless the SOW specifies otherwise. Revision requests must be submitted in writing and must clearly identify the changes sought. Additional rounds are billed at our standard hourly rate. If you provide no written feedback within ten business days of delivery, the Deliverable is deemed accepted, without prejudice to your responsibility under Section 5 to review and approve any accounts, reports, or returns before reliance.
19. Intellectual Property
Our frameworks, templates, configuration accelerators, and methods remain our exclusive property and are not transferred to you. Upon receipt of payment in full, you are granted a perpetual, non-exclusive, non-transferable licence to use the final Deliverables within your business. Your records and pre-existing materials remain yours, and you grant us a limited licence to use them solely to perform the Services. We may reference the engagement in anonymized form for our portfolio unless you instruct us otherwise in writing.
20. No Guarantee of Outcomes
Our role is to deliver accurate, well-organized financial systems and records within the agreed scope. We make no guarantee as to cost savings, financial performance, the speed of your month-end close, or any other business outcome. Such results depend on your data, your processes, the decisions you approve, and factors outside our control. Any figures or examples we provide are illustrative only and do not constitute a commitment.
21. Limitation of Liability
To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms, any SOW, or the Services shall not exceed the fees paid by you to us in the twelve months preceding the event giving rise to the claim, or one hundred US dollars where no fees have been paid. We shall not be liable for any indirect, incidental, special, or consequential loss, including loss of profit, loss of revenue, loss or corruption of data, business interruption, or losses arising from decisions you make on the basis of the Deliverables. Without limiting the foregoing, we shall not be liable for tax penalties, interest, or financial misstatement arising from Client Information or from your review and approval of the relevant records. Where applicable law prohibits these limitations, our liability shall be limited to the minimum extent permitted by that law.
22. Disclaimers and Warranties
Our website and any digital resources we provide are offered on an “as is” and “as available” basis, without warranty of any kind. To the maximum extent permitted by law, we disclaim all implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement. We warrant only that the Services will be performed with reasonable skill and care, and this is your sole and exclusive warranty in respect of the Services.
23. Indemnification
You agree to indemnify and hold harmless us, our personnel, and our subcontractors against any claim, loss, or cost, including reasonable legal fees, arising out of your use of the Services or Deliverables, the Client Information you provide, your tax filings and financial reporting, decisions made on the basis of the Deliverables, your breach of these Terms, or any infringement of third-party rights by materials you provide.
24. Term and Termination
These Terms take effect upon your first use of the Services or first executed SOW and continue until all active SOWs have been completed, unless terminated earlier. Either party may terminate an engagement on thirty days’ written notice, in which case you shall pay for all work completed and committed costs. Either party may terminate immediately, on written notice, if the other materially breaches these Terms and fails to cure within fifteen days of notice, or becomes insolvent or ceases to trade. On termination, we will, at your written request and subject to payment of outstanding fees, return or delete the records and data in our possession within a reasonable period, save where retention is required by law. You remain responsible for your own statutory record-retention obligations. The provisions relating to confidentiality, anti-money-laundering, data protection, limitation of liability, indemnification, and dispute resolution survive termination.
25. Non-Solicitation and Independent Contractor Status
For twelve months following the end of an engagement, neither party shall directly solicit the personnel of the other who were involved in it, without prior written consent. General public advertisements are excluded from this restriction. We act as an independent contractor, and nothing in these Terms creates an employment, partnership, or agency relationship between the parties.
26. Force Majeure
Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government action, war, labor disputes, power or network failures, cyberattacks, or outages affecting the accounting platforms or banking systems on which we rely. The affected party shall notify the other promptly and take reasonable steps to limit the impact.
27. Governing Law and Disputes
These Terms are governed by and construed in accordance with the laws of [Insert Governing State / Country], without regard to its conflict-of-laws principles. The parties shall first seek to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty days of written notice, it shall be referred to binding arbitration at [Insert Arbitration Location] under the rules of the relevant arbitration body. The prevailing party shall be entitled to recover its reasonable legal fees and costs.
28. General Provisions
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and the affected provision shall be modified to the minimum extent necessary to render it enforceable. A failure to enforce any right shall not constitute a waiver of it. You may not assign your rights without our prior written consent, although we may assign ours to a successor entity. These Terms, together with any SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior understandings on the same subject matter. We may amend these Terms from time to time and will provide at least thirty days’ notice of any material change; continued use of the Services constitutes acceptance. Where we provide a translation, the English version shall prevail.
29. Contact Us
For any question concerning these Terms, please contact us: [email protected]