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Terms of Service

SG Partners Exclusive 90 Day Satisfaction Guarantee.

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Accepting the Terms.

By accepting the Terms of Service (“Terms”), Client agrees that they have read and agree to all the Terms. If an individual is engaging SG for services on behalf of an entity (i.e., corporation, LLC, partnership, etc), the individual represents and warrants they have the legal authority to bind the entity. Before Client continues, Client should print or save a copy of these Terms.

Confidentiality.

SG will treat all work SG performs for Client as confidential; however, the work is not privileged. In order for any privilege to attach, an attorney must be separately engaged and perform services at your direction. While the employees or contractors for SG may be attorneys, absent a specific engagement for legal services, Client should operate under the assumption that no privilege exists. If Client would like any specific matter to be privileged, please contact SG in advance and in writing and SG will prepare a separate engagement for that matter with a qualified attorney.

Transmission of Information / Location of Work.

Client specifically authorizes SG to use unencrypted email, faxing, and cellular telephones in addition to standard mail, overnight mail, messenger, and all other forms of communications that may or may not be privileged. Most of SG’s work is digitized and handled through internet connections. Client acknowledges and agrees that SG can perform Client’s work from any place in the world.

Client and Reliance.

SG will only represent the person or entity that engaged SG’s services. Unless SG expressly agrees, SG is not undertaking the representation of any related or affiliated person or entity. Our advice may not be relied on by anyone but Client. All related parties SG agrees to perform work for shall be jointly and severally liable for all the fees and costs SG incurs, even if as a courtesy SG creates several invoices as a convenience for Client.

No Guarantees.

SG does not guarantee the outcome in any matter.

Fees.

SG normally bills according to a schedule of fees set forth on the company website; however, the rates listed on the company website are only guidelines, and all rates are subject to change at any time in the sole discretion of SG. If the fee is modified by SG and Client disagrees with the change, the Client’s sole remedy is to terminate services. If Client terminates the services of SG because of a change of fees, SG agrees the prior rates shall apply for only a 30 day transition period to permit movement of the account. Many times SG will create custom plans with different fee structures. If no agreement exists as to SG’s charges, the default billing arrangement is based on time spent and hourly billing rates current at the time that the services are performed. Currently SG charges from $50 to $400 per hour depending on the staff level utilized to complete the task. SG’s rates change from time to time, and the applicable rates will be those in effect at the time the particular service is rendered. All bills are due upon submission of the invoice unless otherwise stated. All invoices shall be deemed correct and the amounts shall not be subject to dispute if the invoice is not challenged in writing within 15 days of receipt of the invoice. Please note, unless otherwise requested in writing at the beginning of the month, SG’s fees will not be detailed as to days worked or hours for that day; the fees will be summary in nature and no detail will be available unless notice is provided before the work is performed and an additional charge will be assessed. SG may postpone or defer providing additional services or discontinue SG’s representation if billed amounts are not timely paid.

Costs and In-House Services.

In keeping with our philosophy of billing, SG does not charge for matters SG considers overhead, such as in-house copy and fax services. However, in addition to any fixed price or monthly fee agreement, SG will bill Client, without mark up, for out-of-pocket costs and expenses incurred such as outside photocopying services, messenger and delivery service, computerized research, specialized software (including payroll, tax, and bookkeeping), travel (including parking, business class airfare, lodging, meals and ground transportation), long-distance charges, word processing, court costs and filing fees. Certain items may be charged at estimated cost rather than calculating actual cost to ease the administrative burden. SG does not take responsibility for paying fees and expenses of others. However, Client understands that SG may, under certain circumstances, engage specialized counsel from other professional service firms to assist us in working with Client. Where not considered by SG to be substantial, SG may undertake such consultation without informing Client, and may have counsel bill SG directly, although Client will still be responsible for the bill. In most cases, however, SG will advise Client of its plans and the bills will be sent directly to Client by outside counsel. All costs and in-house service fees are due within 5 days of submission of the invoice. If any fees or costs are outstanding longer than 20 days, SG has the right at any time to apply a fifteen (15%) percent per annum interest rate retroactive to the original invoice date of the services or the cost. If fees or costs are associated with an event that results in a closing of escrow, SG is entitled to be paid through escrow at SG’s option.

Definitions.

If a charge is based on the number of employees during a period of time, all employees, even those that were terminated during the period or hired at the end of the period are counted towards the number of employees. If a charge is based on Gross Collected Revenue during a period of time, this shall be the true cash-basis collected amount, whether or not the cash collected was attributable to a prior service or accounts receivable item or was a deposit, if such deposit is not subject to material risk of refund.

Taxes.

If requested in writing at least 30 days in advance of the applicable tax deadline, SG can prepare Client’s business and personal tax returns. The cost for standard tax services is $2,000 per business return, $600 per individual return, and $400 per quarterly estimate. If the tax work is complex or requires additional time compared to a typical tax return, SG will confer with Client in advance regarding any additional increases in the charges. If tax planning or consulting services are desired, they will be billed according to separate written agreement. The flat rate for tax services is only available to ongoing bookkeeping clients.

Termination.

SG works for Client, therefore, Client has the absolute right at any time to terminate SG’s services and representation. SG reserves the same right to withdraw at any time for any reason from working with Client. Upon any termination, Client will take all steps necessary to free SG from any obligation to perform further services, including the execution of any documents necessary to complete SG’s withdrawal. Client will remain obligated to pay for all services rendered and costs or expenses paid or incurred on Client’s behalf prior to the date of such termination or which are reasonably necessary thereafter. Notwithstanding the foregoing, to insure business continuity and to enhance business planning issues between SG and Client, Client agrees to provide SG with at least 10 months prior written notice of the intent to terminate or modify its services as a result of a Client’s change in ownership or effective control.

Direct Competitor(s) and Conflicts.

Client acknowledges and agrees that SG may and can work with direct competitors, related parties, affiliates, and Client’s officers, directors, and employees without notifying Client while SG is also representing Client, or after SG’s representation ends. All conflicts of interest are waived by Client.

Related Activities / Indemnification / Limitation of Liability.

If any claim or action is brought against SG or any of its personnel based on SG’s work for Client, or if SG is asked to testify as a result of its representation of Client or must defend the confidentiality (if any) of Client’s communications in any proceeding, Client agrees to pay SG for any incurred costs, legal fees, and/or damages, including SG’s standard rates for the time spent by SG personnel (even if its engagement has ended). In no event will SG be liable for interest or any special, indirect, incidental, lost profits, late charges, consequential damages, or any similar form of damages. In no event shall SG’s total liability exceed the cumulative amount of the last three (3) months of fees paid pursuant to the terms of SG’s engagement with Client.

Software.

Client acknowledges and is aware that Client must own all licenses to all software Client chooses to use on SG’s system; for example, accounting software. The license must be for the most up to date version and provide for all the users of the software on Client’s behalf. At any time, SG may request such license information. If the license information is not granted, SG has the right to purchase the license for Client or immediately terminate the services provided to Client. Client also agrees to fully indemnify SG in the event of a software audit. The indemnification shall cover legal or other professional fees or expenses SG may incur handling the audit or disputing the results. Client also agrees to fully indemnify SG in the event a software audit results in an award or penalties. Upon termination of SG’s services, SG will not provide software to Client, but will provide all necessary and related data files in the form in effect on the SG system as of the date of termination.

Employees and Contractors.

SG expends considerable effort and incurs significant expense in recruiting and training its professional staff. Therefore, Client agrees that neither Client nor any of Client’s affiliates will extend an offer of employment to any of SG’s current or former employees or associates for a seven (7) month period after SG’s representation of Client has been terminated without SG’s prior written consent. If Client or Client’s affiliates do hire one of SG’s employees or associates, Client will pay SG 35% of the first year total annual compensation for each person hired. Additionally, as a courtesy, SG appreciates a forty-five (45) day transition period for current employees.

Document Retention and Destruction.

In the course of SG’s work for Client, SG will come into possession of copies or originals of documents or other materials belonging to Client or others (collectively, “materials”). In general, SG will expect that Client has retained copies of all documents SG receives unless Client makes specific written arrangements with SG. If Client has not sought the return of materials within one year of the termination of SG’s work with Client in the matter to which they relate, SG will not have any responsibility to retain those materials and the materials may be destroyed without further notice.

Entire Agreement / Amendment / Severability / Waiver / Signatures.

These Terms contain the entire agreement of the parties and there are no other promises or conditions in any agreement whether oral or written. The Terms supersede any prior written or oral agreement between the parties and may be modified or amended only by SG. If any provision of the Terms is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. The failure of either party to enforce any provision of the Terms is not to be construed as a waiver or limitation of that party’s right to subsequently enforce strict compliance with every provision of the Terms. For all purposes, a facsimile or a confirming email shall have the same legal effect as an originally signed document.

Law / Venue / Waiver of Jury Trial.

The laws of the State of California shall govern the Terms. Any controversies, disputes or actions related to the Terms must be brought and resolved in Los Angeles County, California. To the extent permitted by law at the time a dispute arises, each of the parties waive the right to trial by jury in any action or proceeding based upon, arising out of, or in any way relating to the Terms or any conduct, act or omission of either party or any of their directors, officers, employees, agents, attorneys or affiliates.