Terms of Service

Engagement: By agreeing to terms and services, you (“Client”) agree that you have engaged QBS to provide Business Services for your benefit, as described in this Agreement. Such Business Services may include business consulting, including profit/loss planning, generating monthly financial statements, benchmarking your business’ performance against similarly situated businesses, as well as tax services, including tax preparation and filing services.

Fees: Fees for the Business Services are based upon QBS’ normal operating procedures, and a Fee Schedule will beprovidedtoClientatthetimebusinessservicesareselected,  oruponadvancerequest.   Feesforservices will be paid in advance on a weekly basis for ongoing services, or for specialized services, at the time services are rendered. QBS reserves the right to revise its Fee Schedule at any time upon 30 days’ advance written or electronic notice to Client. For ongoing services, Client may cancel this Agreement at any time upon 30 days’ advance written notice to QBS. QBS reserves the right to cancel this Agreement at any time for any reason.

Information Provided by Client: Client agrees to provide to QBS accurate and complete information as needed for QBS to perform the business services as specified herein. Such information shall include any and all records, receipts and documents as QBS deems reasonably necessary to perform the Business Services selected by Client. Client agrees that QBS may share such information, and any other financial or other relevant data regarding the Client, with other members of the Company, consultants or third parties with a need to know.

Confidentiality of Information: QBS agrees to uphold all of Client’s information in strict confidence, and agrees not to use such information disclosed to it by Client for its own use or for any purpose except to carry out the Business Services herein. Client agrees that QBS may convert such information to electronic form, and either return the original information to Client or destroy such information, at Client’s option. Such information in electronic form shall be stored on a secured system. QBS agrees to keep and hold such information for four years, after which such information shall be destroyed.

Tax Return Services: QBS will use commercially reasonable efforts to resolve tax questions applicable to the Business Services, and will resolve such questions in Client’s favor when legally and reasonably possible. Client, however, is ultimately responsible for the accuracy of all information reported on all tax returns, and bears responsibility for any penalties imposed if Client makes any underpayment of tax liability. Client, therefore, agrees to review all tax documentation and returns carefully prior to signing and filing. In the event Client’s income tax return is selected for examination by any taxing authority, QBS will, to the extent allowed by law, upon written request, represent Client before that authority and prepare legally valid refund claims or protests that may be necessary to obtain a final determination of Client’s income tax liability. Client must be active and up to date with payments in order to receive full tax services.  Client agrees to pay QBS its then current fees and rates for these services.

Limitation of Liability: CLIENT AGREES IN NO EVENT WILL QBS BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY NATURE. IN NO EVENT SHALL QBS’ LIABILITY TO CLIENT FOR DAMAGES, REGARDLESS OF THE FORM OR NATURE THEREOF, EXCEED THE TOTAL OF ALL AMOUNTS PAID BY CLIENT TO QBS FOR BUSINESS SERVICES HERE UNDER. RECOVERY OF SUCH AMOUNTS SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY.

Miscellaneous: This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Indiana without reference to its conflicts of laws principles, and proper venue for any dispute related to the terms and conditions of this Agreement shall be in this state or federal court sitting in Indianapolis, Indiana. The terms of this Agreement, its rates, conditions, provisions, discounts, incentives and all information herein shall not be disclosed by either party to persons other than its directors, officers, employees, agents, attorneys, accountants and auditors. The provisions of this paragraph shall survive termination, expiration or cancellation of this Agreement. Nothing herein shall restrict a party from disclosing any portion of such information on a restricted basis pursuant to a judicial or other lawful governmental order. This Agreement, including all referenced documents and appendices, constitute the entire agreement of the parties with reference to the subject matter hereof, and there are no other agreements of any kind, including written or oral, between the parties. The terms of this Agreement may not be changed, waived or modified except by written agreement signed by both parties specifically stating that such writing is an amendment to this Agreement. Failure by either party to insist upon the other party’s performance under this Agreement or to exercise any rights or privilege herein shall not be a waiver of any of the rights or privileges provided for in this Agreement. If any of the provisions of this Agreement are held to be unenforceable or invalid by any court or tribunal of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby and the rights and obligations of the parties under this Agreement shall be reduced only so much as necessary to remove the  illegality.