OnCycle Books Engagement Letter, Service Agreement, & Terms & Conditions

Effective Date: [Client acceptance date]
Client: The individual or entity purchasing services (“Client”)
Service Provider: OnCycle Books LLC (“OnCycle”)

By checking the acceptance box during checkout and/or purchasing services, the Client agrees to the following Engagement Letter, Service Agreement, and Terms & Conditions. This agreement is legally binding and governs all services provided by OnCycle until terminated in accordance with Section 11.

1. Scope of Services

OnCycle provides remote bookkeeping, advisory, compliance, and related administrative services. Services may include:

1.1 Bookkeeping Services (Recurring)

• Categorizing transactions
• Reconciling bank, credit card, PayPal, Stripe, and merchant accounts
• Recording income, expenses, deposits, and payments
• Maintaining general ledger accuracy
• Preparing monthly or quarterly financial statements
• Maintaining accurate books per the frequency selected by Client
• Providing asynchronous communication regarding bookkeeping matters

Quarterly service is strongly recommended for clarity and efficiency, but Client may select a different frequency.

1.2 Special or One-Time Services (If Purchased)

Special or one-time services may include:

• Historical cleanup
• Accounting system setup or redesign
• Incorporation services (Articles of Organization/Incorporation)
• EIN setup
• Registered agent services
• Sales tax filings
• 1099 preparation
• Budgeting and forecasting
• Cash flow projections
• Financial health check-up reports
• Quarterly or micro advisory reviews

1.3 Exclusions

Unless specifically listed as purchased, OnCycle does not provide:

• Tax preparation or tax filing
• Legal advice
• Audit support or representation
• Payroll processing (unless separately purchased)
• In-person services
• Financial coaching or investment advice
• Real-time financial monitoring

OnCycle does not guarantee tax outcomes, financial outcomes, or IRS/state acceptance of filings prepared with third-party data.

2. Client Responsibilities

Client agrees to:

• Provide complete and accurate financial records, bank statements, access credentials, and supporting documents required to perform services.
• Respond to requests for clarification within a reasonable timeframe (3–5 business days).
• Maintain accurate separation between personal and business financial activity.
• Disclose material changes to their business promptly (new loans, revenue streams, payroll providers, etc.).
• Maintain secure access credentials and notify OnCycle of changes.
• Ensure third-party connections remain active (QuickBooks Online, bank feeds, merchant processors).

OnCycle is not responsible for delays or inaccuracies caused by missing, incomplete, inaccurate, or delayed information.

3. Missed Deadline Policy

If the Client does not provide required statements, reports, or access on time:

1. Work for that cycle automatically moves to the next available work window.
2. Delivery timelines are not guaranteed for cycles with missing documentation.
3. Repeated delays (three cycles or more) may convert the account into a historical cleanup at additional cost.
4. OnCycle may adjust the Client to a quarterly rhythm if monthly work becomes unrealistic based on delays.

OnCycle will not estimate, guess, or fabricate financial data in order to meet deadlines.

4. Fees & Payment Terms

4.1 Payment Structure

Fees are displayed at checkout and are based on:

• Selected service frequency (monthly, quarterly, annual)
• Service type (recurring or one-time)
• Business complexity (accounts, platforms, transactions, etc.)

4.2 Billing

• Recurring services are billed automatically unless canceled with 30 days’ notice.
• One-time services (cleanup, setup, incorporation) are billed upfront.
• Registered agent fees are billed annually.
• State filing fees for incorporation or annual reports are pass-through and billed at actual cost.

4.3 Non-Refundable Fees

All payments to OnCycle are non-refundable. This includes:

• Time already allocated
• Work completed or in progress
• One-time service fees
• Missed deadlines caused by Client delays

This non-refundability applies regardless of whether the Client reviews or uses the deliverables.

5. Term of Service

This Agreement begins on the date the Client accepts these terms and continues:

• Until canceled by either party with 30 days’ written notice, or
• Until all one-time services are completed, or
• Until OnCycle terminates service as permitted under Section 11.

6. Communication & Meetings

6.1 Communication Style

OnCycle operates primarily through asynchronous communication via email or our chosen client portal. Responses are typically provided within 1–2 business days.

6.2 Meetings

Meetings are generally not required and not included in standard pricing, but are available:

• Upon Client request
• For advisory services (Quarterly Review, Micro Review)
• For accounting system design (when needed)

Meetings may incur an additional fee unless explicitly included in the purchased service.

7. Confidentiality & Data Security

Both parties agree to maintain the confidentiality of financial, personal, and business information shared.

OnCycle will:

• Use secure systems to store client data
• Not share data with third parties without consent
• Protect access credentials with industry-standard safeguards

Client agrees to:

• Maintain secure passwords
• Provide timely updates if access information changes

8. Limitation of Liability

To the fullest extent permitted by law:

• OnCycle is not liable for any consequential, indirect, or financial damages arising from errors in third-party data, bank feeds, merchant system outages, or delayed documentation.
• OnCycle’s total liability shall not exceed the total fees paid by the Client in the three months preceding the claim.

OnCycle is not responsible for:

• IRS or state penalties caused by inaccurate/missing data supplied by the Client
• Payroll errors caused by third-party systems
• Merchant processor discrepancies
• Delays outside OnCycle’s control

9. Indemnification

Client agrees to indemnify and hold harmless OnCycle from any claims, penalties, or losses arising from:

• Client’s failure to provide accurate information
• Late or missing filings due to Client delay
• Misclassification of employees vs contractors
• Illegal activity, fraud, or misuse of financial systems
• Failure to maintain state or federal compliance

10. Governing Law

This Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-law rules.

Any disputes shall be resolved in the state or federal courts located in Michigan.

11. Termination

Either party may terminate this agreement with 30 days’ written notice.

OnCycle may terminate immediately if:

• Client engages in abusive or inappropriate communication
• Client engages in fraudulent or illegal activity
• Client withholds necessary information
• Client repeatedly misses deadlines beyond reasonable accommodation
• Client fails to pay for services

Upon termination:

• Final invoices must be paid prior to release of deliverables
• Access will be removed from all systems
• Client will receive final deliverables for the last completed cycle only
• Additional work must be paid separately

12. Offboarding

Upon cancellation:

1. OnCycle will complete work for the current, fully paid cycle (if applicable).
2. Client will receive final reports included in that cycle.
3. Access will be removed from QuickBooks Online, payroll, banks, and all connected systems.
4. OnCycle will provide instructions for transferring bookkeeping to a new provider.
5. Registered agent clients must file a Change of Agent with the state before service fully ends.

13. Digital Acceptance

By:

• Checking the acceptance box, and/or
• Purchasing a service, and/or
• Clicking “Agree” or similar language

The Client acknowledges that:

• They have read, understood, and agreed to this entire Agreement.
• This digital acceptance is legally binding.
• This Agreement replaces any prior verbal or written agreements.

Client also acknowledges OnCycle may update these terms from time to time. Updated terms will apply to future purchases or future billing cycles.

Signatures

Digital acceptance serves as the Client’s electronic signature pursuant to the ESIGN Act and Michigan state law.

Client Signature: Accepted digitally upon purchase
OnCycle Books LLC: Automatically accepted upon processing payment