Kafie Consulting PLLC — Terms of Service

1. Nature of Services & Disclaimer

• KC provides consulting, administrative, and execution support in areas such as strategic finance (Fractional CFO), marketing strategy (Fractional CMO), content systems, basic accounting and bookkeeping, and research.
• We do not provide legal, tax, audit/assurance/attestation, or investment advice. Where relevant, referrals to licensed professionals are available upon request.
• Business outcomes depend on many external factors beyond KC’s control; no guarantees are made regarding performance, results, or compliance outcomes.

2. Client Responsibilities

The Client agrees to:

• Provide timely access to accurate data and materials needed for service execution.
• Respond promptly to inquiries and designate a point of contact.
• Maintain appropriate business insurance, bonding and other coverages, as applicable.
• Not delay project timelines due to internal approvals or data access gaps.

Discrimination on the basis of race, gender, disability, or other protected categories is prohibited in all engagements.

3. Deliverables & Scope of Work or Statement of Work (SOW)

Each project will be governed by a written Scope or Statement of Work (SOW), including:

• Services and deliverables
• Pricing and payment schedule
• Milestones and deadlines

KC reserves the right to assign work to subcontractors or staff on-shore (i.e., U.S. based) and off-shore (i.e., outside U.S.) based on availability and scope complexity, while maintaining delivery quality, confidentiality and cybersecurity standards.

4. Monthly Bookkeeping & Accounting Service Terms

1. Fees are to be billed in accordance with the Payment Terms section below.
2. Pricing will be adjusted with transaction volume, number of entities, and/or complexity changes of the Client operations. Rates are fixed through December of each year; COLA adjustment applies January 1 annually, based on PCE inflation data from the U.S. Federal Reserve.
3. QuickBooks Online (QBO) Essentials is highly recommended. Subscription cost for any software needed for the delivery of our services is not included and will be paid separately by Client.
4. Client is to provide scans or digital copies of A/R checks received if a lockbox isn’t in place; if a lockbox is not in place, Client must deposit checks and share proof of deposit.
5. Pricing assumes a single-owner, unless specified otherwise in SOW, and cash-basis method of accounting, unless specified otherwise in SOW,  with no audit support preparation required. Audit support available for an additional fee.
6. Annual budget (up to 3 versions) and a 1-hour planning session are available upon request, and are billed as one month’s bookkeeping fee. Forecasting available for an additional fee.
7. Final fees will be validated post-implementation and adjusted if assumptions change.
8. Our fees depend on receiving accurate and timely information in a consistent format.
9. Sales and use tax rates are to be determined and provided by Client. Client is responsible for providing updated rates to KC timely.
10. Payroll services are excluded but can be quoted separately.
11. Legal/tax advisory and return preparation are excluded. Referrals available upon request.

5. Digital Marketing Services

5.1 Scope of Services

Digital marketing services provided by KC may include but are not limited to:

• Strategic marketing consulting
• SEO research and content strategy
• Social media and paid campaign planning
• Lead magnet design and implementation
• Email marketing setup and automation
• Funnel planning and audience segmentation
• Web and landing page content architecture
• Reporting and performance advisory

Each engagement is defined in a separate SOW, including platforms, deliverables, and timelines.

5.2 Client Responsibilities

Client agrees to:

• Provide timely access to platforms (website, CRM, ad accounts)
• Approve deliverables promptly (copy, visuals, campaigns)
• Supply all necessary brand and product details
• Maintain advertising budgets and subscriptions
• Follow applicable platform terms (Google, Meta, etc.)

5.3 Platform & Outcome Limitations

KC uses best practices and good faith efforts, but:

• No specific outcomes (e.g., leads, ranking, ROI) are guaranteed
• We are not liable for algorithm or policy changes
• Clients are responsible for compliance in their industry or region

5.4 Content Ownership & Usage

Client owns their brand assets and data. KC owns proprietary strategy tools unless otherwise agreed. We may showcase anonymized work in our portfolio unless you request confidentiality.

6. Payment Terms

• Invoices are issued by the 5th business day of each month for the current month of service and are due upon receipt, unless otherwise defined in the applicable Statement of Work (SOW). In the event of conflicting terms, the SOW shall govern the invoicing schedule and payment deadlines for the specific services covered therein.
• Late payments incur a 1.5% monthly fee or the legal maximum, whichever is less, after 30 days. Services may be paused or terminated after 45 days of non-payment.
• Pre-approved travel and/or out-of-pocket expenses will be reimbursed by the Client.
• Client is responsible for any applicable taxes.

7. Term & Termination

7.1 Term

Each SOW begins on the Effective Date and continues as agreed.

7.2 Termination for Convenience

Either party may terminate with 60 days’ written notice.

7.3 Termination for Breach

Immediate termination may occur if a party:

• Commits a material breach not cured within 60 days
• Becomes insolvent or assigns for benefit of creditors

7.4 Effect of Termination

If Client cancels early (excluding KC breach), Client agrees to pay:

• Fees incurred up to the date of termination
• An early termination fee equal to two months of the monthly rate, if canceled before one year of services have been provided
• Transition fees to onboard new accounting teammate(s) will be billed by the hour at the then market billing rates for accounting services

KC will return all client property and data upon termination.

8. Confidentiality & Data Protection

8.1 Obligations

Both parties agree to maintain confidentiality of proprietary and sensitive information for three (3) years post-termination.

8.2 Non-Use & Disclosure

Confidential information will not be used for any other purpose or disclosed to any third party.

8.3 Exceptions

Confidentiality does not apply to:

• Public domain info
• Info rightfully known or developed independently
• Info disclosed lawfully by third parties

8.4 Data Security

KC follows industry standards to protect sensitive data and will notify Client promptly of any breach.

9. Ownership of Records

All financial records created or maintained by KC on Client’s behalf remain the Client’s property. KC will return all records within 90 business days after termination.

10. Disclaimers & Limitation of Liability

• Services are provided “as-is” with no warranties, including fitness for a particular purpose or uninterrupted delivery.
• KC is not liable for incidental, consequential, or indirect damages.
• Maximum liability shall not exceed the fees paid by Client in the 12 months preceding the claim.

11. Indemnification

Client agrees to indemnify KC and its personnel from claims or damages resulting from:

• Client’s breach of agreement
• Client’s use of services
• Legal violations committed by Client

12. Insurance

KC maintains general and professional liability insurance and will provide a certificate upon request.

13. Governing Law & Dispute Resolution

• This agreement is governed by the laws of the State of Texas.
• Any disputes will be resolved via binding arbitration in Dallas, Texas under the Texas Arbitration Act.
• Both parties waive the right to a jury trial.

14. Intellectual Property Rights

KC retains rights to frameworks, templates, and tools developed during the engagement. Client retains rights to their brand and content but grants KC a limited-use license for service delivery.

15. Non-Solicitation

For two (2) years after termination, Client agrees not to solicit or hire KC staff or contractors without written consent.

16. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., strikes, cyberattacks, disasters).

17. Entire Agreement

This agreement and any attached SOW constitute the full understanding between parties and supersede all prior agreements.

18. Amendments

No changes will be valid unless made in writing and signed by both parties.

📩 Contact Information

Kafie Consulting PLLC

[email protected]

www.kafieconsulting.com