Thank you for choosing Gentle Frog, LLC. (“Gentle Frog”) to provide services to your business (the “Organization”). This letter sets forth the terms and conditions of our engagement. Please read this letter carefully and sign a copy and return it to us. If you have questions, please contact us.
1. RETENTION OF GENTLE FROG; SERVICES TO BE PERFORMED. Gentle Frog will provide the services as agreed by the Parties and which are detailed in attached Description of Services (the “Services”). In providing the Services, Gentle Frog will act as an independent contractor with respect to the Organization, and may use its employees or subcontractors in its discretion.
2. SERVICES AND FEES. Gentle Frog will provide Services on a monthly fee basis, a project-based flat fee basis or on an hourly basis. Where no advance agreement has been made, work will be billed at $195/hour, with time rounded up to the nearest quarter hour. Hourly work performed onsite at the Organization’s office will be billed a minimum of two hours. Urgent matters requiring less than a 48-hour turnaround will be billed at a rate 25% higher than the standard rates.
3. INVOICING. Monthly fees must be paid by the first of each month for the upcoming month’s work, and project-based flat fees must be paid in advance before Gentle Frog will begin work on the project. For hourly work, Gentle Frog will bill monthly for fees and expenses incurred the previous month. Missed appointments and appointments cancelled with less than 12 hours notice may be billed for the full amount of time scheduled for such appointment or one hour, whichever is greater. Any dispute or claim with respect to an invoice must be raised in writing within fifteen (15) days from the date of the invoice. Expenses may include (but are not limited to): administrative expenses exceeding $5 (i.e. photocopies, mailings); travel time ($20/hour) for meetings greater than 35 miles from Gentle Frog’s Bellevue office; and parking charges in connection with client meetings.
4. PAYMENT. The Organization has provided a credit card or e-check information upon which it authorizes Gentle Frog to charge agreed fees and outstanding invoices through its payment system (currently Practice Ignition). The Organization agrees to update Gentle Frog as needed regarding current credit card information, and authorizes Gentle Frog to process payments for monthly fees on the first of each month for the upcoming month, and for project-based flat fees upon the Organization’s acceptance of the flat fee. The Organization also authorizes Gentle Frog to process payments on undisputed hourly invoices on the fifth day after the invoice date. Once payments have been processed, Gentle Frog will not provide refunds except in truly extraordinary circumstances as determined in Gentle Frog’s discretion. Late payments, bounced checks or credit cards that fail to process will incur bank fees, an administrative fee of $50, and one percent (1%) monthly interest on the outstanding balance.
5. CONFIDENTIALITY. Following execution of this engagement letter, Gentle Frog, will maintain all communications between the Organization and Gentle Frog in strict confidence using commercially reasonable measures. In addition, Gentle Frog will maintain the confidentiality and security of all client documents, materials and information using commercially reasonable measures. Client hereby authorizes communications via electronic mail.
6. TERMINATION. Either Gentle Frog or the Organization may terminate this engagement at any time. Upon termination, all pending or in-progress work shall stop unless otherwise agreed in writing. Gentle Frog will invoice the Organization for Services provided through and including the termination date, and payment will be due within fifteen (15) days.
7. NO GUARANTEE. Gentle Frog represents and warrants to the Organization that it has the qualifications, the experience, and the ability to properly perform the Services. However, Gentle Frog’s ability to produce quality and timely work is dependent on the Organization providing timely and accurate information. The Organization understands and agrees that Gentle Frog does not guarantee any particular results or outcomes, makes no warranty, express or implied, with respect to the Services, and expressly disclaims all warranties, express or implied, statutory or otherwise, including any implied warranty of merchantability or fitness for a particular purpose. Gentle Frog is not responsible for the quality or accuracy of data that has been recorded or maintained by the Organization itself, nor for the accuracy or completeness of any source documents or information the Organization provides to Gentle Frog .The efforts of Gentle Frog and the information contained in recommendations prepared by Gentle Frog are based upon the best knowledge of the situation at the time. Any and all risks identified by Gentle Frog and/or any and all recommendations made by Gentle Frog may not include all possible risks or solutions. Gentle Frog’s recommendations are intended to assist client with improving client’s business practices, but carry no guarantee of success. Client agrees that Gentle Frog shall not be liable to Client for any losses or damages that occur as a result of Client’s implementation of Gentle Frog’s recommendations.
8. EXCLUDED SERVICES. Gentle Frog does not provide CPA services, will not adjust existing records to bring such records into compliance with Generally Accepted Accounting Principles, and will not cross-check Organization-entered data with receipts or perform other extra steps to ensure that Organization has entered the Organization’s own data correctly. Gentle Frog is entitled to rely on the Organization’s representations of the accuracy of data that has been recorded or maintained by the Organization itself. Gentle Frog will code accounting entries as indicated by the Organization, and will not provide advice regarding coding. Gentle Frog will not sign checks on behalf of the Organization, and will not store or retain records, receipts, or supporting documentation on behalf of the Organization. In the event that estimated tax payments are required due to Organization’s failure to keep current with its own record keeping, Gentle Frog will not be responsible for costs incurred in connection with such estimates. Reports provided by Gentle Frog are solely compilations of bookkeeping account records, have not been audited or reviewed by a CPA, and should not be considered “financial statements.” Gentle Frog will advise the Organization of changes that Gentle Frog recommends regarding the Organization’s record keeping, accounting or other methods or practices; however, Gentle Frog will not implement any changes to the Organization’s methods or practices without the Organization’s express written authorization to implement such changes.
9. MUTUAL INDEMNIFICATION. Gentle Frog and the Organization shall each indemnify, defend and hold the other (and our officers, directors, employees, independent contractors and agents) harmless from and against all claims, demands, actions, losses, damages, liabilities, costs and expenses, including without limitation interest, penalties, attorneys’ fees and costs, which may be incurred by, or be asserted against, any and all of them, in connection with the indemnifying party’s default or breach of this Agreement; or the negligent or willful acts or omissions or intentional misconduct of the indemnifying party or the indemnifying party’s directors, officers, employees, independent contractors, affiliates and/or agents in the performance or failure to perform under this Agreement, to the extent of each party’s comparative responsibility for such damage, liability and cost on a comparative fault basis.
10. GENERAL PROVISIONS.
10.1. DISPUTES. Gentle Frog and the Organization shall attempt to resolve all disputes arising out of this Agreement through mutually- cooperative negotiation in good faith. If negotiation is unsuccessful, the matter may then be submitted to mediation. If mediation is unsuccessful, the matter shall be fully and finally settled by arbitration with a recognized Alternative Dispute Resolution group in King County, Washington, and the judgment upon award may be entered in any court having jurisdiction thereof. The attorneys’ fees and costs of dispute resolution shall be borne by the non-prevailing party unless we stipulate otherwise or in such proportions as the mediator or arbitrator shall decide.
10.2. GOVERNING LAW AND VENUE; NOTICES. This agreement is to be governed by and construed under Washington law, with jurisdiction and venue in King County. Notice shall be valid if provided in writing to our most recently-provided addresses via a method which produces a record of delivery.
10.3. HEADINGS AND SEVERABILITY. Headings are for ease of reference and shall not modify the meaning of this agreement’s provisions. If any provision is declared to be invalid or unenforceable, the validity and enforceability of the remaining provisions will not be affected.
10.4. NO WAIVER. No delay or failure by either of us in exercising, protecting or enforcing any of its rights under this agreement shall be considered a waiver of such right. The express waiver of any right, interest or remedy in a particular instance shall not constitute a waiver in any other instance.
ACKNOWLEDGEMENT. The person executing this engagement letter warrants that he or she has the authority to execute this engagement letter on behalf of the Organization. In addition, the person executing this engagement letter guarantees the payment of Fees and Expenses on behalf of the Organization.
