Consulting Services Terms

Thank you for subscribing to our consulting Services. These Consulting Services Terms (“Consulting Terms”) apply to our hourly Services and operate in addition to the terms of the Subscription Agreement (including any subject-matter specific terms, such as terms regarding payroll processing or sales tax remittance support). If there is an express conflict between the Consulting Terms and the Subscription Agreement, the Consulting Terms control. Terms defined in the Subscription Agreement and used in these Consulting Terms without definition have the meaning given to them in the Subscription Agreement.

1. Consulting Services

1.1 Consulting Services

We offer strategic financial consulting Services to help you manage and grow your business. Deliverables will differ depending on your needs and requests, and the number of hours and/or specific services purchased. The Services we provide to you are specified in your Order Form and may include:

Fractional CFO services: Discussing monthly financials with you from a finance and strategy perspective; generating management reports (e.g., monthly/quarterly budget vs. actuals); monitoring financials and providing insights on trends, metrics, and KPIs; assessing financial health (capital, cash) and advising on maximizing runway; reviewing and commenting on board decks; building financial models/budgets from customer-provided inputs; providing ongoing support for models built by us; helping prepare materials for equity financings or other transactions; conducting non-financial strategic/operational analyses (e.g., market, monetization, customer metrics); providing market analysis and supporting strategic negotiations; coordinating with controller/bookkeeping functions; assisting in providing information to valuation firms or appraisers; handling other mutually agreed requests (“CFO Services”).
Fractional COO services: Assisting with finance operations infrastructure and execution, including accounts payable (e.g., vendor bill triage and payment scheduling), accounts receivable (e.g., invoice generation and collections tracking), payroll and HR operations (e.g., onboarding coordination, payroll submission, and benefits remittance), and compliance support (e.g., coordination with third parties for state registration tooling). Services are operational in nature, not advisory or legal, and are delivered through supported systems and predefined workflows (“COO Services”).
Other fractional professional services.

Our consulting Services (including any communications you may have with our personnel in connection with those Services) are not a substitute for and do not include legal, regulatory, tax, real estate, healthcare or accounting advice. We are not a public accounting firm and are not acting as your agent, broker, fiduciary or investment advisor. Our consulting Services do not include, and you will not purport to rely on them for: (i) independent valuations or appraisals; (ii) legal or regulatory advice regarding any of your business practices, including with respect to their appropriateness or legality; (iii) acting as a broker-dealer, finder, or investment adviser; (iv) acting as a benefits or insurance broker; (v) tax advice or tax return preparation (which you can purchase separately); (vi) legal, tax, or regulatory advice related to employment, payroll, employee benefits, or entity structuring; (vii) determining employee classifications or making hiring, termination, or disciplinary decisions; (viii) drafting HR policies, handbooks, or employment-related documents; (ix) maintaining multi-entity compliance or international payroll and tax infrastructure (unless expressly scoped); or (x) collections of unpaid accounts receivable. You should seek the services of a duly licensed professional in connection with any of the foregoing.

We are not responsible for notifying you of the need to prepare or file, or for actually preparing or filing, any notices, applications or documents of any kind to comply with any applicable laws and regulations, or for your compliance with any requirements to qualify or register in any state or other jurisdiction.

1.2 Independent consultants

We and our employees and agents are independent consultants and have no fiduciary duties to you or your business in the way an officer or other fiduciary of your company would. As such, you agree not to misidentify or misclassify us or our employees or agents to any third party as your “CFO,” “Chief Financial Officer,” “COO”, “Chief Operating Officer”, or other title implying an officer position. We will not act as a signatory for your company.

In providing the consulting Services, we act at your management’s direction, and all Deliverables (as defined below) are intended solely for your management and not for any third party. Use of any such analyses or deliverables for external purposes is at your discretion and by your management. While we may suggest one or more courses of action, it is the responsibility of your management to determine the appropriate course of action in their business judgment, and we will not have responsibility for the business decisions made by you or for any business outcome.

No advice or information provided by us creates any warranty or condition not expressly stated in these consulting Terms, the Order Form or the Subscription Agreement. The consulting Services are not a substitute for your own obligations, due diligence and any additional inquiries and procedures that you should undertake in consideration of a potential investment or transaction.

1.3 Service Notes

To ensure efficient service, you agree to use the designated communication channels when interacting with our personnel. The consulting Services are provided during business hours (9 a.m. – 5 p.m.) in the service provider’s U.S. time zone. If any Services require third-party tools (e.g., Looker, Tableau, Recurly, Shopify, Stripe), you are responsible for obtaining and paying for the necessary subscriptions or licenses. Our ability to deliver certain Services may depend on the availability of such subscriptions, and delays or Service limitations may occur if they’re not provided. We may upload Customer Data to third-party tools (e.g., Fathom, Liveflow) to deliver the Services. Subscribed-for and unused hours in a billing period expire and cannot roll over. We may limit overages that significantly exceed prepaid hours to manage availability for all clients. For prepaid services, we may delay Service commencement until payment is received.

2. Deliverables; Proprietary Rights

2.1 Deliverables

Unless otherwise agreed by the parties in writing and subject to Section 2.2 below, you shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to Deliverables (defined herein) upon payment in full therefor. All Deliverables are works made for hire to the extent allowed by law and, in addition, we make all assignments to you necessary to accomplish the foregoing ownership. “Deliverable” means any work product that is created, developed or made by us specifically for you, or that is specified in an Order Form, and delivered to you by us during performance of the consulting Services (but expressly not including any Background Materials (as defined below)).

2.2 Background Materials

We (and our licensors, as applicable) shall retain all right, title and interest in and to all Background Materials (including all intellectual property and proprietary rights therein). To the extent that any Background Materials are included in any Deliverable, we grant you a nonexclusive right and license to use such Background Materials internally and solely in connection with, and as incorporated in, the Deliverable. Except for the limited rights and licenses expressly granted hereunder concerning the Background Materials, no other license is granted and no other use is permitted. “Background Materials” means all information, ideas, know-how, processes, software, templates, checklists, works of authorships, trade secrets, methods, and technologies, including all intellectual property and other proprietary rights embodied therein, that (a) are owned or developed by us (whether developed by or for us or otherwise acquired from a third party) prior to the performance of consulting Services to you under the Agreement or separate and apart from the performance of consulting Services under the Agreement, or that are in-licensed by us from a third party, including any changes or extensions thereto, or (b) are created or developed by us in performing consulting Services under the Agreement, are generally applicable to the services that we provide, and do not include any of your Customer Data.

3. Limited warranty

We warrant that the consulting Services will be performed in a professional and workmanlike manner. Any warranty claim under these Consulting Terms must be made by you in writing within thirty (30) days after performance of the nonconforming consulting Service. Our sole obligation and your exclusive remedy in respect thereof is to reperform the nonconforming consulting Service (in which case, no refund will be provided) or, at our sole discretion, refund you the fees you have paid for the nonconforming consulting Service.