Terms of Services

Last Updated: August 6, 2026

TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES

These Terms and Conditions ("Terms") govern the provision of accounting, bookkeeping and business consulting services (collectively, the "Services") by TLC Business Solutions, Inc. ("Company", "we", or "us") to the client identified in the accompanying Engagement Letter or Proposal ("Client", "you," or "your").

By signing an Engagement Letter or accepting Services from us, you agree to be bound by these Terms.

1. Scope of Services

1.1 Engagement: We will provide only those Services specifically outlined in the applicable Engagement Letter or Statement of Work (SOW).

1.2 Out-of-Scope Work: Any additional services requested by the Client outside the original scope (e.g. audit support, historical cleanup, unexpected tax notices) will require a separate agreement or an amended and will be billed at our standard hourly rates or an agreed-upon flat fee.

1.3 No Guarantee of Outcomes: While we exercise professional care, consulting and advisory services do not guarantee a specific financial, tax, or business outcomes.

2. Client Responsibilities

2.1 Timely Information: Client agrees to provide accurate, complete, and timely financial records, bank statements, receipts, and other relevant documentation required to perform the Services.

2.2 Accuracy & Completeness: We do not audit or independently verify the information you provide unless explicitly agreed to in writing. You remain legally responsible for the accuracy of your financial statements and  tax filings.

2.3 Management Decisions: Consulting recommendations are advisory. Client retains sole authority and responsibility for all management decisions and operational implementation.

3. Fees, Billing, and Payment

3.1 Payment Terms: Invoices are due upon receipt or according to the payment schedule specified in the Engagement Letter.

3.2 Retainers & Recurring Fees: Fixed monthly bookkeeping or consulting retainers are billed on the 1st day of each month via automatic payment (ACH/Credit Card) unless otherwise specified.

3.3 Late Fees: Invoices unpaid after 30 days from the invoice date are subject to a late charge of 1.5% per month or the maximum rate allowed by law, whichever is lower.

3.4 Suspension of Service: We reserve the right to suspend or terminate Services if invoices remain unpaid for more than 30 days. We are not liable for any tax penalties, missed deadlines, or damages  resulting from service suspension due to non-payment.

4. Confidentiality & Data Security

4.1 Confidential Information: Both parties agree to protect and maintain the confidentiality of non-public financial, operational, and personal information shared during the engagement.

4.2 Permitted Disclosures: Confidential information may only be disclosed as required by law, regulation, subpoena, or with express written permission from the Client.

4.3 Data Storage & Third-Party Software: We utilize secure cloud based account platforms and software (e.g., QuickBooks Online, Xero, cloud storage). While we implement standard cybersecurity precautions we not responsible for breaches occurring on third-party software vendor systems.

5. Limitations of Liabilities & Warranties

5.1 Standard of Care: Services will be performed with reasonable-care and in accordance with applicable professional standards.

5.2 Liability Cap: To the maximum extent permitted by law, our total liability for any claims, losses, or damages arising out of or related to this engagement shall not exceed the total fees paid by the Client to the Company for the specific Services given rise to the claim during the six (6) months preceding the event.

5.3 Consequential Damages: In no even will either party be liable for indirect, incidental, special, or consequential damages, including lost profits, revenue, or business opportunity.

6. Term and Termination

6.1 Termination Notice: Either party may terminate the engagement at any time by giving 30 days written notice to the other party.

6.2 Immediate Termination: Either party may terminate immediately if the other party breaches a material term of this agreement and fails to cure withing 10 Days of receiving notice.

6.3 Final Payment & Offboarding: Upon termination, Client will immediately pay for all Services rendered and expenses incurred up to the effective termination date.  We will provide reasonable cooperation in handing over your primary financial records once all outstanding balances are cleared. 

7. Governing Law & Dispute Resolution

7.1 Governing Law: These Terms and the Engagement Letter shall be governed by and construed under the laws of the State of California, USA, without regard to conflict-of-law principles.

7.2 Dispute Resolution: Any dispute arising out of this agreement shall first be submitted to non-binding mediation before filing a lawsuit or formal legal claim.

8. Miscellaneous

8.1 Independent Contractor: We act as an independent contractor, not as an employee, partner, or agent of the Client.
8.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
8.3 Entire Agreement: These Terms, along with the signed Engagement Letter, constitute the entire agreement between the parties and supersede all prior discussions or agreements.

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