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Terms of Service

This page includes our legal Terms of Service (the first section below), and then an important How We Work guidelines document, which outlines a lot of important expectations of our partnership with our clients. Please read this page in its entirety, and please note we reserve the right to update this page from time to time

Terms of Service

SYSTEM SIX BOOKKEEPING, LLC

GENERAL TERMS AND CONDITIONS

These general terms and conditions (the “Terms”) are a legal agreement between You (“You” or “Your”) and System Six Bookkeeping, LLC (“System Six”). You and System Six are each a “Party” and collectively referred to as the “Parties.”   These Terms govern the services provided by System Six, which may include, but are not limited to, managed accounting, finance, and consulting services (the “Services”) as detailed in a mutually executed sales proposal (“Proposal”) and any applicable addenda. The Proposal, these Terms and any applicable addenda collectively constitute the “Agreement.”   In the event of conflict between the Proposal, these Terms, and any applicable addenda, the Proposal shall prevail.

Please read these Terms carefully.  By entering into a Proposal or accessing and using System Six services, You indicate Your acceptance of these Terms as published by System Six.  System Six reserves the right to update the Terms at any time with 30 days notice.  Please review the Terms regularly to ensure You are aware of any changes.  Your continued use of the Services after changes have been made to the Terms indicates Your agreement to be legally bound by the updated Terms.  If You do not accept these Terms, please do not use the Services.

PRICING AND PAYMENT TERMS

Pricing. Subject to these Terms, You shall pay System Six the fees outlined in the Proposal (the “Pricing”). System Six reserves the right to adjust the Pricing at any time in its sole discretion with at least 30 days notice. Pricing is increased at least annually, and additionally as needed for scope, volume, or any other reasons. System Six shall provide notice of any such adjustments to You, and such adjustments shall become effective upon the date specified in the notice. We are happy of course to discuss all price increases, but reserve the right for them to go into effect with 30 days notice.

Fixed Fee Recurring Payment Terms.  If System Six performs Services on a fixed-fee recurring basis, the Pricing and payment schedule will be outlined in the Proposal.  You agree that System Six will have the right and authorization to initiate payment for the fee from your designated bank or credit account by an electronic funds transfer (“EFT”). You acknowledge and agree that you will be charged the amount indicated on the Proposal or as subsequently adjusted for each billing period. You agree that no prior notification will be provided to You for each scheduled payment.  Additionally, You may be responsible for credit card transaction fees, where permitted by law, but you will be informed of such responsibility.   

Hourly Time and Materials Payment Terms. Hourly Time and Materials Services will be invoiced monthly in arrears at the agreed upon Pricing in the Proposal.  Invoices are due upon receipt.  Any invoices that are unpaid ten (10) days from the date of invoice receipt will be automatically processed for payment.  You agree that System Six will have the right and authorization to initiate payment for the invoices from your designated bank or credit account by an electronic funds transfer (“EFT”). You acknowledge and agree that you will be charged the amount indicated on the invoices for each billing period. You agree that no prior notification will be provided to You for each scheduled payment beyond what is mentioned in the distribution of the invoice. Additionally, You may be responsible for credit card transaction fees, where permitted by law, but we will notify you of such responsibility.   

Reimbursement.  If noted in an Proposal, You shall reimburse System Six for all actual, documented, and reasonable expenses incurred in connection with the performance of the Services, such as but not limited to third party services, fees or travel expenses.

Late Fees, Suspension, Collections. Invoices that remain unpaid twenty (20) days from the date of invoice will be considered past due and subject to an interest rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.  You shall also reimburse System Six for all costs incurred in collecting any late payments, including, without limitation, attorney’s fees, court costs, and collection agency fees.  If You fail to pay any amount when due under the Agreement, System Six may (a) suspend the performance of Services or (b) terminate the Agreement pursuant to these Terms.

Taxes. Each party will be responsible for its own taxes related to this Agreement. This means that neither party is responsible for the other’s taxes, including income or payroll taxes, unless the law requires otherwise.

TERM AND TERMINATION

Term. The initial term of the Agreement shall commence upon execution of the Proposal by the Parties and shall continue for six months. Contracts will automatically renew in 6 month increments unless cancellation notice is delivered at least 45 days prior to the Agreement’s next renewal date.   

Termination. System Six may immediately terminate the Agreement if You (a) fail to timely make any payment due (b) materially breach the Agreement and fail to cure within five (5) days of written notice of such breach, or (c) become insolvent or subject to bankruptcy proceedings.

Effect of Termination.  Upon termination of the Agreement, System Six shall cease performing Services for You and You will pay System Six for all work completed and for any work in progress. System Six shall promptly deliver (a) all of Your property, (b) any deliverables (complete or incomplete) for which You have paid, and (c) reasonable cooperation and assistance, as requested, in transitioning services to another vendor or in-house resources during the period between when notice is provided and termination goes into effect. System Six reserves the right, at its sole discretion, to charge a termination fee for offboarding your account. This fee will be equivalent to the average monthly fee you paid in the three (3) months prior to the termination effective date (the “Termination Fee”).

INTELLECTUAL PROPERTY

Ownership of Proprietary Information & Systems. System Six shall retain exclusive ownership of all work product, including any intellectual property rights therein, generated during the term of the Agreement.  To the extent permitted by applicable law, such work product shall be deemed “work made for hire” for System Six under 17 U.S.C. §101 (or the equivalent local law). In the event that any portion of the work product does not qualify as “work made for hire” under applicable law, You hereby irrevocably assign, without additional consideration, all worldwide rights, title, and interest in and to such work product, including any associated intellectual property rights, to System Six.

CONFIDENTIAL INFORMATION

System Six will not share any confidential information or trade secrets belonging to You unless it is necessary to perform the Services under this Agreement. This confidential information includes Confidential Information about Your business, products, customers, financial data, or any other sensitive information You share with us during our work together (collectively “Confidential Information”).

However, Confidential Information does not include information that:

  • Is already public knowledge or becomes public through no fault of System Six.
  • Is legally obtained from another source without any obligation to keep it confidential.
  • System Six already knew about before You shared it, and can prove it.
  • You’ve given System Six written permission to disclose.
  • System Six is required to disclose by law, court order, or government authority. If this happens, System Six will give You notice so You can try to keep it confidential.

System Six will keep all Your Confidential Information safe and won’t share it with anyone else or use it for any other purpose without Your written permission, unless the law requires us to do so. These confidentiality obligations will continue even after this Agreement ends.

INDEMNIFICATION

You shall defend, indemnify, and hold System Six, its employees, officers, and directors harmless from any third-party claims, suits, proceedings, losses, or damages (including reasonable attorneys’ fees) (“Claims”) arising from (i) Your breach of any obligation under the Agreement; (ii) Your failure or alleged failure to comply with any applicable law, rule, regulation, or guideline in the performance of Your duties and obligations under the Agreement; or (iii) Your gross negligence, willful misconduct, or fraud in the performance of Your duties and obligations under the Agreement.

DISCLAIMERS AND LIMITATION OF LIABILITY

No Assurances. System Six provides managed accounting and financial operations services based on the data and information provided by You. It is understood that You will act in good faith and provide all relevant information necessary for accurately preparing financial statements. However, System Six assures no liability for and does not verify the accuracy or completeness of the information provided by You. Therefore, System Six does not offer any opinion or assurance on the financial statements or any supplemental information. Please be aware that System Six cannot guarantee the detection of errors, fraud, or illegal acts that may exist within Your organization currently or in the future. System Six shall not be held liable for any inaccuracies in the financial information provided.

Ultimately, You are responsible for evaluating the adequacy and results of System Six’s services. It is also Your responsibility to establish and maintain internal controls, including monitoring ongoing activities and the performance of Your employees, subcontractors (including System Six), and volunteers.

Data and Security.  System Six uses commercially reasonable efforts to store all Your identifiers, accounts and passwords.  System Six shall not be held responsible or liable for any damage or loss caused by third party software applications, including those used by or recommended by System Six. Nor shall System Six be held responsible or liable for any internal System Six security breaches.

Disclaimer.  EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Limitations of Liability.  Excluding a Parties indemnity obligations,  in no event shall either party be liable to the other party for any incidental, consequential, indirect, special, exemplary or punitive damages, including but not limited to lost profits, business interruption, or loss of or unauthorized access to information. With the exception of any payments owed to System Six, in no event will either party’s liability on any claim, loss or liability arising out of or connected with this Agreement exceed the amounts paid to System Six during the period 30 days preceding the event giving rise to such claim or action by the Client.

MISCELLANEOUS

Relationship of the Parties. The Parties operate independently under this Agreement, without establishing any agency or similar relationship. Each Party lacks the authority to assume, create, or expand obligations for the other. This Agreement does not establish an employer-employee relationship, joint venture, franchise, or partnership between the Parties.

Non-Hiring. During the term of this Agreement and for one (1) year afterward, You agree not to directly or indirectly hire or engage any current employee, consultant, or contractor of System Six. This includes refraining from hiring any former System Six employee who worked during the term of this Agreement. If You do hire or engage System Six’s current or former personnel in violation of this agreement, You agree to pay System Six a fee equal to 100% of the hired individual’s current annual compensation or final annual compensation in the case of former employees (the “Hiring Fee”). Liquidated damages may not be enforceable. This fee is payable within fifteen (15) days of the hiring date. System Six reserves the right to automatically process the fee if possible.

Marketing. You agree that System Six may issue or release any announcement, statement, press release, or other publicity or marketing materials highlighting Your use of System Six’s Services. System Six may publicly refer to You as a customer and may use Your logo, feedback, or testimonials for the limited purpose of marketing materials and sales presentations.

Severability. If any part of the Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, it won’t affect the validity or enforceability of the rest of the Agreement or of that provision in any other jurisdiction.

Waiver: If either party waives a breach or default under any provision of the Agreement, it is only considered waived if done so in writing and doesn’t apply to future breaches. Neither party’s delay or failure to exercise any right or remedy under the Agreement will be seen as a waiver of that right or remedy for any other situation.

Notices. Any notice required or permitted to be given under this Agreement by You to System Six shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered mail, or sent by recognized overnight courier service to System Six at 113 Cherry St, Suite 81320, Seattle, Washington 98104-2205, or to such other address as System Six may designate in writing from time to time. Notices shall be deemed effective upon receipt.

Assignment.  You understand that System Six may, on its own decision, transfer its rights and duties under this Agreement to a third party without needing Your approval. This transfer will take effect once System Six informs You in writing. You agree that You cannot assign or transfer Your rights or responsibilities under this Agreement without getting written permission from System Six beforehand.

Attorneys’ Fees. If there’s a legal dispute between the Parties about this Agreement, the prevailing Party will be entitled to recover from the non-prevailing party its reasonable legal fees and court costs incurred in such dispute.

Governing Law. This Agreement shall be construed in accordance with and exclusively governed by the laws of the Commonwealth of Virginia.  You hereby consent to submit to the jurisdiction of the courts for or in Fairfax, Virginia with any action or proceeding instituted relating to the Agreement.   

Amendment: System Six reserves the right to unilaterally amend or modify any provision of this Agreement, except where specifically prohibited herein.

Entire Agreement. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, communications, writings, and understandings.

How We Work – Expectations & Commitments

Clear, open communication is key to a successful partnership. This document outlines how we work, what you can expect from us, and what we’ll need from you to ensure things run smoothly. Our goal is to provide excellent service through shared clarity and mutual understanding. We may update this document from time to time and it will always be available on our website for your review.

Communication Response Time

We aim to respond to all communications within one business day. Often, we’re able to reply more quickly, but during busy periods, we may not be able to. This timeframe helps ensure consistent service across all clients.

Client Responsibilities

Our ability to deliver timely, accurate work depends on your participation. To keep things on track, we ask that you:

  • Respond to questions and requests in a timely manner
  • Provide necessary information and approvals promptly
  • Ensure funds are available in relevant accounts
  • Provide secure access to your financial systems as requested

Please note: We do not provide treasury management or cash flow oversight services.

Hourly Billed Services

Some tasks fall outside the scope of fixed-fee agreements and are billed hourly. We will check with you before performing billable work.  Some common examples include:

  • Third-Party System Setup & Integration: We’re happy to assist with setting up or supporting integrations like POS, payroll, merchant processing, and inventory systems. Extended training or troubleshooting is billed separately.
  • Year End:  Our core services include digital preparation and email distribution of vendor 1099s, unless specifically excluded in your agreement.  1099 filing fees are billed separately. We include two hours of year-end tax collaboration with you or your tax-preparing CPA. Any year-end tax work beyond that will be billed hourly.
  • Audit & Inquiry Support: Work related to government inquiries, tax audits, or financial audits are billed hourly.

HR & Payroll-Related Services

We offer payroll support, but do not directly manage HR functions. Here’s what to keep in mind:

  • Maintenance of benefit deductions in the payroll system must also be agreed upon in advance
  • Royalty or other custom payroll calculations may incur hourly fees if not otherwise covered in your agreement.

Payroll Requirements

To ensure accurate and compliant payroll processing, we require:

  • Use of a payroll platform that supports employee self-service for onboarding, direct deposit, furnishing of tax data, and PTO requests.
  • Clear communication of any changes, including deductions, withholdings, bonuses, etc. and funding at least two business days before payroll is processed
  • Your CPA to monitor any state tax nexus issues that may arise; we are not responsible for determining Nexus.

Please note: We do not handle background checks, employee verifications, W-2 distribution, or benefits management.  Many of these services may be available through the payroll company you select.

Cash Management

We can facilitate payments through trusted third-party platforms, but we do not move funds independently or outside of approved systems. You’re responsible for ensuring sufficient funds and providing timely authorization for all payments.

State & Local Filing Support

You and your tax preparing CPA are responsible for identifying your tax obligations related to state and local nexus. We may be able to file in new localities (this may require an increase in our existing weekly retainer) based on the information you provide, but we do not independently verify this data. Ensuring adequate funds for tax payments remains your responsibility. If we are unable to do so, we will offer an alternative solution.

Offboarding Process

If you choose to end services with us, we require a minimum 30-day notice. A final offboarding fee equal to one month of service may apply to ensure a smooth and complete transition.