These Master Service Terms ("Terms") govern the professional services provided by Faro Finance, Inc., a Delaware corporation ("Faro," "we," "us," or "our"), to its clients.
These Terms are incorporated by reference into each Engagement Letter issued by Faro Finance. By accepting an Engagement Letter or Proposal, you agree to be bound by these Terms. Together with the applicable Engagement Letter and Proposal, these Terms constitute the complete agreement between you and Faro regarding the Services (the "Agreement").
"Proposal" means any proposal, statement of work, or scope attachment issued through Faro Finance's proposal system and accepted by Client. "Services" means the bookkeeping, accounting, fractional CFO, tax coordination, payroll support, staffing, or other finance and accounting services described in the Engagement Letter and Proposal.
Nature of Services; No Professional Advice
Faro provides outsourced finance and accounting services, including bookkeeping, accounting, fractional CFO advisory, tax coordination, and related operational finance support, as described in each applicable Proposal. Faro delivers its Services through its personnel and selected third-party providers, primarily via email, video calls, messaging platforms, shared document repositories, and third-party accounting and finance software.
The Services do not constitute legal advice, investment advice, or tax advice, and nothing in this Agreement creates an attorney-client, CPA-client, or investment adviser-client relationship. Faro's personnel are not licensed attorneys or registered investment advisers. Unless expressly stated in a Proposal, Faro's personnel are not licensed CPAs; where tax or attest services require a licensed CPA, Faro will coordinate with or engage a licensed third-party provider.
Any opinions, recommendations, or projections provided by Faro are based on the information available at the time and should not be relied upon as the sole basis for business, financial, or tax decisions.
Any fractional CFO, controller, or advisory services provided by Faro are part-time consulting engagements only. You may not represent Faro or its personnel to third parties as your in-house CFO, controller, accountant, or similar internal employee or officer without Faro's prior written consent.
You remain responsible for all management decisions, internal controls, the accuracy and completeness of your books and records, the legality of your instructions, and the review and approval of all deliverables, filings, reports, and payment instructions before use or submission.
Reliance on Client-Provided Information
Faro may rely on information, data, records, and instructions provided by you without independent verification, unless the Proposal expressly states otherwise. Faro is not responsible for inaccuracies, errors, or delays resulting from incomplete, inaccurate, or late information, access, approvals, or instructions from you or your third-party providers.
You represent that all information you provide to Faro is accurate and complete in all material respects and that you have the authority to provide it. You agree to promptly notify Faro of any material errors or changes in previously provided information.
Third-Party Providers and Subcontractors
Faro may perform or arrange for the performance of Services through its employees, independent contractors, affiliates, subcontractors, licensed partner firms, and other third-party service providers ("Service Providers"), including those located outside the United States. Faro may share Client information with Service Providers as reasonably necessary to provide the Services and will require such providers to protect Client information and use it only for those purposes.
Faro may use third-party software, tools, AI-enabled workflow systems, and cloud-based services in connection with the Services. Faro is not responsible for the acts or omissions of third-party providers, except to the extent expressly assumed in a Proposal.
Where tax or other specialized services are coordinated through or performed by a licensed third-party partner firm, that firm may complete, review, or sign the applicable work, while Faro manages workflow and serves as your primary point of contact. By engaging such services, you consent to Faro's disclosure of your information to the applicable partner firm to the extent reasonably required.
Confidentiality
Each party agrees to hold the other party's non-public, confidential, or proprietary information ("Confidential Information") in confidence and not to disclose it to third parties except as permitted by this Agreement, required by applicable law, or necessary to perform or receive the Services.
"Client Information" means financial, tax, payroll, employee, vendor, customer, and other non-public information that Client provides or makes available to Faro in connection with the Services. Faro will use Client Information only to provide, support, administer, secure, and improve the Services.
This obligation survives termination. It does not apply to information that (a) is or becomes publicly available through no fault of the receiving party, (b) was known to the receiving party without restriction before disclosure, (c) is independently developed without use of the Confidential Information, or (d) is required to be disclosed by law, provided the disclosing party gives prompt written notice where legally permitted.
Communications and Service Delivery
Faro delivers its Services through its personnel and selected third-party providers, primarily via email, video calls, messaging platforms (e.g., Slack), shared document repositories (e.g., Google Drive), and third-party accounting and finance tools. Faro does not operate a proprietary software platform, dashboard, or client portal.
Electronic communications are not guaranteed to be secure. Faro is not liable for the interception or unintentional disclosure of electronic communications. You agree to exercise reasonable care in transmitting sensitive information electronically.
To facilitate the Services, Client may provide Faro with login credentials for third-party platforms used in connection with the Services, including accounting software, payroll systems, and banking portals. By providing such credentials, Client authorizes Faro to access those platforms solely to perform the Services and represents that it has authority to grant such access. Faro will maintain credentials securely and use them only for that purpose. Client is responsible for updating or revoking access when circumstances require it.
Fees, Billing, and Payment
Fees, billing cadence, and payment method are set forth in the Engagement Letter and Proposal. Unless the Proposal states otherwise:
- Recurring retainer fees are billed monthly in advance by ACH.
- Project-based fees are billed 50% upon acceptance of the Proposal and 50% upon delivery.
- Annual tax compliance or other fixed-project work may be billed upfront, in installments, or on a prorated basis, as set forth in the Proposal.
Fees are non-refundable except as expressly stated in the Proposal or Engagement Letter. Faro may adjust recurring fees prospectively with thirty (30) days' notice if your service scope, transaction volume, entity count, or complexity materially increases. You are responsible for all taxes, bank charges, wire fees, and similar transaction costs.
Late payments will bear interest at the rate of 1.5% per month, or the highest rate permitted by applicable law, whichever is less, accruing from the due date until paid in full. In the event of nonpayment, you agree to reimburse Faro Finance for all reasonable costs and fees incurred to collect unpaid amounts, including attorneys' fees.
Faro may suspend Services for invoices more than fifteen (15) days past due after written notice. Faro may require a retainer or advance payment before commencing certain Services.
When ACH is the designated payment method, you authorize Faro and/or its payment processor to initiate ACH debits to the business bank account designated in the Proposal to collect fees as they become due, including upon renewal. You represent that the account is a business account and that you have authority to authorize these transactions. This authorization remains in effect until you notify Faro in writing with sufficient advance notice to allow Faro and the applicable financial institution to act on it.
Intellectual Property and Deliverables
As between the parties, Faro retains all right, title, and interest in and to its methodologies, frameworks, templates, checklists, models, software tools, pre-existing materials, and other background intellectual property used to provide the Services ("Background IP"). Upon full payment of applicable fees, Client owns the final deliverables specifically prepared for Client under a Proposal (e.g., financial statements, reports, custom models), excluding Background IP embedded therein.
Background IP embedded in deliverables is licensed to Client on a non-exclusive, non-transferable, royalty-free basis solely for Client's internal business use. Client may not resell, sublicense, or transfer deliverables or Background IP to third parties without Faro's prior written consent.
Sample forms, templates, and illustrative materials are provided "as is" for informational and operational purposes only and may not be suitable for Client's particular circumstances. Client is responsible for determining their appropriateness and for obtaining independent professional advice where needed.
Service Terms
The following subsections apply to the extent the corresponding services are included in the Proposal. If a service-specific subsection conflicts with another provision of this Agreement, the service-specific subsection controls for that service.
8.1 Accounting and Bookkeeping Services
Accounting and bookkeeping services may include accrual-basis or cash-basis bookkeeping, transaction coding and categorization, account reconciliations, monthly close support, financial statement preparation, accounts payable and receivable support, and periodic reporting packages. Cleanup, catch-up, due-diligence readiness, and audit-readiness support are separately scoped project services unless expressly included in the Proposal.
To enable timely monthly close, Client agrees to deliver all required documentation, bank statements, receipts, and other information by the date agreed in the Proposal or otherwise communicated by Faro. If Client fails to deliver required information on time, Faro may adjust the close timeline accordingly and is not responsible for any resulting delays in financial reporting. Additional fees may apply for work required to address incomplete, disorganized, or significantly delayed information.
Client is responsible for reviewing and approving all journal entries, transaction classifications, and account codes. Faro's accounting services do not constitute an audit, review, or compilation under GAAP or GAAS standards, and may not be relied upon as such.
While Faro is engaged to provide bookkeeping services, Client agrees not to authorize any other party, including internal personnel or third-party providers, to make changes to Client's books without Faro's prior written consent. If unauthorized changes are made, Faro may: (a) adjust or delay deliverables as necessary; (b) charge for additional remediation time at its then-current standard hourly rates; and/or (c) terminate the engagement upon written notice without refund of prepaid fees.
8.2 Accounts Payable and Receivable Execution
Accounts Payable and Receivable ("AP/AR") execution services may include vendor bill payment coordination, invoice issuance, and accounts receivable tracking. These services are separately scoped and will only be provided if expressly included in the Proposal.
Client retains final authority over all payment approvals. Faro does not hold or disburse Client funds. Client is responsible for maintaining sufficient funds in its designated accounts and for providing timely approvals and accurate payment instructions. If Client fails to do so, Faro may adjust timelines accordingly and is not responsible for resulting delays or late payment penalties.
8.3 Fractional CFO Services
Fractional CFO services may include financial strategy advisory, cash flow management, forecasting and budgeting, KPI development and reporting, board and investor reporting support, fundraising support, and finance operations advisory. These are part-time consulting services only and do not make Faro or its personnel Client's officers, employees, fiduciaries, or registered investment advisers.
Fractional CFO services are advisory in nature. Faro provides recommendations, analyses, and financial models to support Client's decision-making, but Client retains sole responsibility for implementing any recommendations and for all resulting business and financial decisions. Faro does not execute payments, authorize transactions, sign financial documents, or act as a signatory on Client's accounts unless expressly agreed in writing in the Proposal.
Financial projections, models, and analyses provided by Faro are based on information and assumptions provided by or agreed with Client and are not guarantees of future performance. The scope of fractional CFO services, including any hour limitations or deliverable cadence, is defined in the Proposal. Work requested outside that scope will be quoted separately.
8.4 Tax Services
Tax services offered by Faro, which may be described in a Proposal as "Tax Services," "Tax Return Preparation," "Tax Coordination," or similar, may be performed directly by Faro or through licensed third-party CPA firms or specialized tax providers ("Tax Partners"), as determined by Faro. Where Tax Partners are engaged, Faro will prepare data, workpapers, and supporting materials, manage workflow, and serve as Client's primary point of contact, while the applicable Tax Partner completes, reviews, and signs the applicable filings. Faro may bill Client directly for tax services regardless of whether the work is performed in whole or in part by a Tax Partner.
Client is responsible for delivering all information required for tax preparation by the deadlines communicated by Faro. If Client fails to deliver required information on time, Faro is not responsible for missed filing deadlines, late filing penalties, or interest charges resulting from such delays. Extension requests may be filed where available, but extensions do not eliminate Client's obligation to deliver information promptly.
Client is responsible for reviewing all tax positions, filings, and elections before submission. Faro is not responsible for penalties, interest, or adjustments resulting from Client's review and approval — or failure to review and approve — of tax filings, or from information Client provides. Tax services do not constitute legal advice.
By engaging tax services, Client consents to Faro's disclosure of Client Information to the applicable licensed partner firm or tax provider to the extent reasonably required. Tax pricing may be fixed, hourly, recurring, or project-based, as specified in the Proposal.
8.5 Payroll Support
Payroll support services may include payroll system setup support, general ledger mapping, payroll run coordination, reconciliation of payroll data to accounting records, and employee onboarding and offboarding support. Faro is not responsible for payroll tax registrations, payroll tax filings, or payroll provider compliance obligations unless expressly stated in the Proposal. Client remains responsible for all employer obligations under applicable law.
8.6 Finance Staffing Services
Finance staffing services may include job definition, candidate sourcing, screening, interview coordination, reference checks, negotiation support, and placement of finance personnel. Staffing engagements may be billed on a contingency, retained-search, or other basis stated in the Proposal. Any placement guarantee or replacement commitment applies only to the extent expressly stated in the Proposal.
Suspension and Termination
Unless the Proposal specifies otherwise or either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, each engagement will automatically renew for successive periods of the same duration as the initial term.
Either party may terminate any service engagement on thirty (30) days' prior written notice. Termination does not relieve Client of the obligation to pay fees accrued through the effective termination date, including non-cancelable third-party charges incurred on Client's behalf.
Faro may suspend or terminate Services immediately upon written notice if Client: (a) fails to pay undisputed amounts after fifteen (15) days' notice; (b) materially breaches this Agreement and fails to cure within ten (10) days; or (c) becomes insolvent, makes a general assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy.
Upon termination, each party will promptly return or destroy the other party's Confidential Information upon written request, subject to applicable legal retention obligations and Faro's right to retain copies required by its professional standards.
Limitation of Liability
These limitations apply regardless of the form of action. Some jurisdictions do not allow certain limitations, so portions of this section may not apply to the extent prohibited by applicable law.
Indemnification
Client will indemnify, defend, and hold harmless Faro and its affiliates, officers, directors, employees, contractors, and Service Providers from and against any third-party claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's breach of this Agreement; (b) Client's violation of applicable law; (c) inaccurate, incomplete, or untimely information or instructions provided by Client; (d) Client's misuse of deliverables or Services; or (e) Client's violation of any third-party rights.
Disclaimers
Force Majeure
Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemics, telecommunications failures, or power outages. The affected party will promptly notify the other and use commercially reasonable efforts to resume performance.
Dispute Resolution; Arbitration
The parties will attempt to resolve disputes informally before initiating formal proceedings. If a dispute cannot be resolved within thirty (30) days of written notice, it will be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted on an individual basis in New York, New York, or by videoconference at either party's election, applying Delaware law. Each party will bear one-half of the arbitration fees and its own attorneys' fees unless the arbitrator determines otherwise.
Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or Confidential Information. Faro may bring a court action to collect unpaid fees.
Privacy and Data
Faro's collection, use, and disclosure of personal information is governed by Faro's Privacy Policy, available at www.farofinance.co/privacy, incorporated into this Agreement by reference. By engaging Faro, Client consents to the data practices described in the Privacy Policy.
To the extent applicable law grants you additional rights regarding personal information, Faro will respond to such requests in accordance with its Privacy Policy and applicable law.
Changes to These Terms
Faro may amend these Terms and will provide notice of material changes by email to Client's address on file or by posting an updated version at www.farofinance.co/terms. Changes become effective thirty (30) days after notice. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.
Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Subject to Section 14, the state and federal courts in Delaware have exclusive jurisdiction over actions for injunctive or equitable relief or to enforce an arbitration award, and each party irrevocably submits to such jurisdiction.
General Provisions
- Entire Agreement: This Agreement, together with the applicable Engagement Letter, Proposal, and Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior understandings relating to the Services.
- Assignment: Client may not assign this Agreement without Faro's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Client's assets. Faro may assign this Agreement to an affiliate or in connection with a corporate transaction.
- Waiver and Severability: No waiver is effective unless in writing. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
- Survival: Sections relating to confidentiality, intellectual property, payment obligations, limitation of liability, indemnification, dispute resolution, and governing law survive termination or expiration of this Agreement.
- Electronic Signatures: Electronic signatures and notices are effective and binding.
- No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties. Nothing in this Agreement creates any rights in any third party.
Non-solicitation
During the term of any engagement and for one (1) year thereafter, Client agrees not to solicit or hire, directly or indirectly, any employee or contractor of Faro who was involved in providing the Services. This restriction does not apply to hires resulting from general public job postings not directed at Faro personnel. Client agrees to pay Faro an amount equal to six (6) months of the fees paid by Client under the applicable engagement for each individual hired in violation of this section, as a reasonable estimate of replacement costs.