TERMS AND CONDITIONS/SERVICE AGREEMENT
Eldridge Bookkeeping Solutions, LLC
These Terms and Conditions/Service Agreement (“Agreement”) govern all services provided by Eldridge Bookkeeping Solutions, LLC, an Oklahoma limited liability company (“Service Provider”), and the individual or business entity purchasing services through online checkout, subscription enrollment, or acceptance of Terms and Conditions (“Client”). Acceptance of services or continued use of services constitutes acceptance of this Agreement in full. The individual accepting this Agreement represents and warrants that they have full legal authority to bind the business entity receiving services. The individual accepting this Agreement and the business entity receiving services shall collectively be referred to as the “Client.” Service Provider and Client may be referred to individually as a “Party” and collectively as the “Parties.”
1. Agreement Structure
This Agreement governs all services performed by Service Provider. Specific services, pricing, service scope, and start dates are defined within the applicable product or service description, purchase confirmation, or subscription enrollment accepted by Client at the time of purchase. In the event of conflict, product specific terms control scope and pricing only. All other provisions are governed by these Global Terms. Acceptance of services through online purchase or Terms acceptance constitutes execution of this Agreement.
2. Service Term
Services are provided under a minimum twelve (12) month service term unless otherwise stated in writing. The service term begins on the service start date identified at purchase or onboarding. Upon completion of the initial term, services continue on a month to month basis unless terminated by either Party with thirty (30) days written notice prior to the next billing cycle.
3. Subscription Billing and Payment Terms
All services are billed on a recurring subscription basis and payable monthly in advance unless otherwise agreed in writing. Client authorizes Service Provider to charge the payment method on file for recurring service fees. Cancellation of automatic billing, removal of payment authorization, or discontinuation of services does not terminate this Agreement or relieve Client of financial responsibility for the remaining term. If Client elects to discontinue services prior to completion of the twelve (12) month term, the remaining balance remains due and payable. Service Provider may suspend services for nonpayment. Suspension or termination does not waive Client’s responsibility for outstanding balances. All payments for services already rendered are non refundable.
4. Minimum Monthly Service Fee and Reserved Capacity
Subscription fees represent reserved service capacity, ongoing responsibility, and continued availability of Service Provider, not solely hours worked in a given period. Monthly service fees remain consistent regardless of fluctuations in activity unless otherwise agreed in writing.
5. Pricing Adjustments and Scope Changes
If Client adds entities, locations, employees, accounts, or increases service complexity, Service Provider may adjust subscription fees upon written notice prior to implementation.
6. Periodic Fee Adjustment
Service Provider reserves the right to adjust subscription fees periodically to reflect changes in workload, operating costs, or service complexity upon no less than thirty (30) days written notice. Continued use of services constitutes acceptance of updated pricing.
7. Client Responsibilities
Client agrees to provide accurate and complete information, provide documentation timely, grant necessary access to systems, and respond to requests for clarification. Service Provider is not responsible for inaccuracies resulting from incomplete or incorrect information provided by Client.
8. Communication and Advisory Scope
Routine communication necessary to complete services is included. Consulting, advisory services, extended meetings, or research outside the purchased scope may be billed separately. Tax, legal, and investment advice are not provided unless agreed in writing.
9. Out of Scope Services
Work outside the purchased scope may be billed separately upon Client approval.
10. Onboarding and Reservation Deposits
Reservation deposits secure onboarding placement and are applied toward future services. Deposits are refundable only if services have not begun and Client declines revised pricing prior to work commencing.
11. Conduct, Nonpayment, and Work Suspension
Service Provider maintains a professional working environment and requires respectful and appropriate communication. Service Provider reserves the right to immediately pause or suspend services in the event of hostile, abusive, threatening, harassing, or coercive communication, unreasonable demands, or conduct interfering with professional performance.
Service Provider may also suspend services immediately in the event of nonpayment, declined or failed payment methods, removal of payment authorization, or failure to maintain current account status. Client acknowledges that suspension may result in delays, missed deadlines, penalties, or filing consequences for which Service Provider shall not be responsible.
During any period of suspension, Client remains responsible for all fees due, including remaining minimum service term obligations. Services may resume only after outstanding balances are paid and issues resolved. Service Provider reserves the right to terminate services for continued inappropriate conduct or payment default without relieving Client of financial responsibility.
Client acknowledges that timely payroll processing depends upon timely funding, accurate information, and timely approval by Client. Service Provider shall not be liable for payroll delays, penalties, or damages resulting from Client’s failure to provide required information, approval, or funds by established deadlines.
12. Confidentiality
All financial and business information exchanged between the Parties shall remain confidential except as required by law. This obligation survives termination.
13. Authorized Communication
Service Provider will communicate only with individuals designated by Client as authorized representatives.
14. Document Authenticity
Client warrants that all documents provided are accurate and unaltered and assumes responsibility for false or misleading information.
15. Work Product and Intellectual Property
Internal workpapers, templates, systems, and proprietary processes remain property of Service Provider. Client receives final reports upon payment of outstanding balances.
16. Non Solicitation
Client shall not solicit or employ Service Provider employees or contractors during the term of this Agreement and for thirty six (36) months thereafter.
17. Data Security
Service Provider is not responsible for security breaches occurring within Client systems or devices.
18. Regulatory or Audit Requests
Assistance responding to auditors, lenders, or regulatory agencies is outside scope and billed separately.
19. Indemnification
Client agrees to indemnify and hold harmless Service Provider from claims arising from Client’s business operations or information provided by Client.
20. Limitation of Liability
Service Provider’s total liability is limited to fees paid during the sixty (60) days preceding the claim. No consequential or indirect damages are recoverable.
21. Dispute Resolution
All disputes shall be resolved through binding arbitration in Oklahoma County, Oklahoma.
22. Governing Law
This Agreement shall be governed by the laws of the State of Oklahoma.
23. Entire Agreement
These Global Terms together with applicable product specific terms and purchased service descriptions constitute the entire agreement between the Parties.
MONTHLY PAYROLL SERVICES TERMS
Eldridge Bookkeeping Solutions, LLC
These Monthly Payroll Services Terms apply only to Clients purchasing Monthly Payroll Services and supplement the Global Terms and Conditions.
1. Scope of Payroll Services
Monthly Payroll Services include payroll administration services as described in the product or service description at the time of purchase. Services are limited strictly to the purchased service listing and the number of employees selected or added by Client.
2. Base Service Fee and Employee Based Pricing
Monthly Payroll Services include a base monthly service fee representing minimum payroll administration and oversight. Final pricing is determined by the number of employees processed. Client agrees to accurately report employee count and notify Service Provider of changes. Billing may be adjusted if employee count or payroll complexity increases.
3. Payroll Information and Deadlines
Client must provide accurate payroll information and approvals by established deadlines. Failure to meet deadlines may result in delayed payroll processing or additional fees. Service Provider is not responsible for delays or penalties resulting from late or inaccurate information.
4. Payroll Approval and Final Responsibility
Client is responsible for reviewing payroll summaries prior to approval. Approval constitutes confirmation that payroll information is accurate and authorized. Service Provider is not responsible for errors resulting from incorrect data provided or approved by Client. Corrections after processing may be billed separately.
5. Electronic Authorization and Communication
Client agrees that payroll approvals, authorizations, confirmations, and instructions provided through email, payroll software, text message, or other electronic communication methods customarily used between the Parties constitute valid authorization to process payroll and related transactions.
6. Payroll Funding Authorization and Responsibility
Client is responsible for maintaining sufficient funds for payroll payments and taxes. Service Provider is not responsible for failed payroll transactions or penalties resulting from insufficient funds or banking issues. Additional work required due to funding issues may be billed separately.
7. Employer Tax Responsibility and Compliance
Client remains the legal employer of record and retains responsibility for employment compliance, employee classification, withholding elections, unemployment tax classifications, and payroll tax obligations. Service Provider performs calculations based on information provided by Client and is not responsible for penalties arising from Client employment practices or incorrect information.
8. Excluded Payroll Services
Unless expressly included in the purchased service description, tax preparation, tax strategy, HR services, benefits administration, and third party payroll software fees are excluded.
9. Additional Payroll Services
Additional payroll runs, corrections resulting from client error, historical payroll reconstruction, or additional reporting requests may require additional billing.
10. Entire Payroll Agreement
These Monthly Payroll Services Terms together with the Terms and Condition/Service Agreement Terms and purchased service description constitute the entire agreement governing payroll services.