Delulo Services Agreement
This Services Agreement (the “Agreement”) is entered into as of the date you sign below between Delulo (“Delulo,” “we,” “us,” or “our”) and the client identified in the order (“Client,” “you,” or “your”). It governs the bookkeeping and related services you select (the “Services”), at the plan and fees shown in your order summary (your “Order”): the plan in your Order. If anything in your Order conflicts with this Agreement, your Order controls for that point.
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The Services
Delulo provides ongoing bookkeeping and back-office services for your business: transaction recording and categorization, monthly close with your books kept current, assistance with account reconciliations, plain-language financial reporting, and a dedicated, named Client Partner as your point of contact. The specific deliverables depend on the plan in your Order. Services not expressly listed in your Order or this Agreement are outside its scope and, if you request and we agree to perform them, are billed at our then-current rates or as a separate add-on.
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How we work: AI agents, supervised by people
Delulo delivers the Services using a combination of software, artificial-intelligence systems (our “AI agents”), and qualified human personnel. Our AI agents draft categorizations, reconciliations, reports, and recommendations. Delulo operates on a propose-and-approve model: an AI agent proposes work, a qualified member of our team reviews it, and only then is it delivered to you or acted upon. Lower-risk, high-confidence actions may be executed automatically under documented quality controls; higher-risk actions are routed for human review or for your approval. Delulo retains full responsibility for the quality of the work product we deliver to you, regardless of the tools used to produce it. Your data may be processed by AI systems operated by Delulo and its vetted subprocessors under confidentiality and security obligations consistent with this Agreement.
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What the Services are not
The Services do not include, and are not a substitute for, an audit, attest, examination, verification, investigation, certification, or review engagement; fraud detection, forensic accounting, or internal-controls assurance; or legal, regulatory, investment, real-estate, or other specialized advice. Delulo is a bookkeeping and back-office service provider; it is not a certified public accounting firm and performs non-attest services only. We do not express any opinion or provide any assurance on your financial statements, and we do not certify compliance with GAAP, IFRS, or any other framework. Tax-return preparation, tax filing, and representation before the IRS or any state authority are not included unless you have purchased the applicable add-on, and are governed by additional terms; representation before a taxing authority is available only through a credentialed enrolled agent or CPA engaged for that purpose.
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Your responsibilities
You agree to: provide complete, accurate, and timely records, documents, and information; grant and maintain our access to your QuickBooks Online account and any connected bank, card, payroll, or payment accounts needed for the Services; designate at least one person authorized to approve work and decisions on your behalf; respond to our requests within a reasonable time; review the work we deliver; and promptly notify us of material changes to your business. You remain responsible for running your business and for all management decisions. If your delay or failure to provide information or access prevents timely performance, our related deadlines are extended accordingly and any resulting additional work may be billed separately.
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We rely on your information
We prepare your books from the information you and your connected systems provide and may rely on it as accurate and complete without independently auditing, verifying, or investigating it. You are solely responsible for the accuracy and completeness of your underlying records and for the configuration of your QuickBooks Online account. We are not responsible for errors, omissions, or losses arising from inaccurate, incomplete, or untimely information, from changes you or your staff make to your books, or from items not disclosed to us. We do not undertake to detect or remediate fraud or error in your records.
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Your review and approval; nothing sent on your behalf without authorization
What we produce is a draft or proposal for your review. We do not send client-facing communications, submit filings, or move money on your behalf without your authorization, except for recurring actions you have pre-authorized and within the limits you set. Final acceptance of your financial statements and reconciliations is your responsibility. You agree to review the work and proposed actions we deliver and to approve, correct, or reject them. If you do not raise a specific objection to a delivered item within fifteen (15) days, that item is deemed accepted for purposes of this Agreement; this does not limit our commitment to correct genuine errors we are responsible for.
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Fees, billing, and renewal
The Services are billed as a recurring monthly subscription at the fees in your Order. Fees are charged in advance and your subscription renews automatically each month until cancelled. Add-ons, annual items, and one-time work are billed as described in your Order and may be invoiced separately. Any founding-cohort or promotional rate applies as a discount against our standard list price and continues only as described at the time it is offered. We may change our fees or the scope of a plan with at least thirty (30) days’ notice, effective at your next renewal. Fees already paid for an elapsed period are non-refundable except as expressly stated in this Agreement.
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Late payment and suspension
If a payment is past due, we may charge a reasonable flat late fee and may suspend the Services after notice until your account is current. We are not liable for any consequences of a suspension caused by non-payment. Suspension does not relieve you of fees accrued before the suspension.
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Cancellation and termination
You may cancel at any time; there is no long-term contract and no early-termination penalty. Cancellation takes effect at the end of your current paid period, and fees for that period are not refunded. Either party may terminate this Agreement on written notice if the other materially breaches it and does not cure the breach within fifteen (15) days. We may also terminate for convenience on reasonable notice, in which case we will refund any prepaid fees for Services not yet performed, unless the termination follows your breach. Sections that by their nature should survive termination do survive it.
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Your data: ownership, our access, and what happens at the end
You own your QuickBooks Online account and all of your data in it. You grant Delulo a limited, revocable, non-exclusive license to access, store, and process your data solely to provide the Services and to meet our legal and recordkeeping obligations. We may use de-identified and aggregated information that does not identify you or your business to operate and improve our Services. On termination, we will disconnect our access to your accounts, make your deliverables and records available to you in a standard format, and retain or archive our copies in line with our retention policy and legal obligations. Our internal working papers, models, software, and platform remain our property. Production of data or support beyond this standard handoff is at our discretion and may be billed hourly. We do not permanently destroy your records on cancellation; we archive them under our retention policy.
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Confidentiality and security
Each party will protect the other’s confidential information and use it only to perform or receive the Services. Delulo maintains an information-security program designed to meet the safeguards required by the Gramm-Leach-Bliley Act, including a written information security plan, multi-factor authentication, encryption, access controls, and breach notification, and will use commercially reasonable care to protect your information. Delulo’s Services are provided at the financial layer only and are not designed to process protected health information; you will not provide protected health information to Delulo, and Delulo makes no representation of HIPAA compliance. If your business has any HIPAA exposure, you will tell us before providing related information.
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Third-party services
The Services depend on third-party platforms you maintain, including QuickBooks Online, your banks and card issuers, your payroll provider, and the payment processor (Stripe). You are responsible for maintaining those accounts and complying with their terms. Delulo is not responsible for the availability, accuracy, pricing, security, feature changes, or acts or omissions of any third-party platform, and is not liable where the Services cannot be performed completely or accurately because of anything not reasonably within our control, including internet or third-party-system outages, API changes, or inaccurate information provided to us.
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Service warranty and disclaimer
We warrant that we will perform the Services with reasonable care and skill. Your exclusive remedy for a Service that does not meet this standard is for us to re-perform the affected work, provided you notify us within thirty (30) days. Except for this limited warranty, the Services are provided “as is” and Delulo disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that the Services will be uninterrupted or error-free or will produce any particular financial or tax result.
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Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. DELULO’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO DELULO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limits are an essential part of the bargain and are reflected in the fees we charge; if Delulo were to assume greater liability, the fees would necessarily be substantially higher. These limits do not apply to liability for fraud, gross negligence, or willful misconduct, or to any liability that cannot be limited under applicable law.
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Indemnification
You will defend and indemnify Delulo against third-party claims to the extent they arise from your data, your instructions, your misrepresentations, your failure to provide complete and accurate information, or your violation of law or of a third-party platform’s terms. Delulo will defend and indemnify you against third-party claims that the Delulo platform, as provided by us, infringes that third party’s intellectual-property rights. The indemnifying party’s obligations are conditioned on prompt notice and reasonable cooperation.
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No guarantee of outcomes
We do not guarantee any specific tax savings, refund, financial result, or that your books, returns, or business will not be reviewed or questioned by any authority. Our obligation is to perform the Services competently, not to achieve a particular outcome.
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Independent contractor
Delulo is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties, and neither party may bind the other.
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Non-solicitation
During the term and for twelve (12) months after it ends, you will not directly solicit for employment any Delulo personnel who provided Services to you, except through general advertising not targeted at them. This does not prevent you from hiring anyone who responds to such general advertising or who approaches you independently.
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Force majeure
Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, government action, labor disruption, or failure of the internet, utilities, or third-party systems.
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Governing law and dispute resolution
This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The parties will first try in good faith to resolve any dispute informally for thirty (30) days after written notice. If unresolved, the dispute will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Florida, before a single arbitrator. Each party waives any right to participate in a class or representative action; disputes are resolved only on an individual basis. Either party may still bring a qualifying claim in small-claims court and may seek injunctive relief in court to protect its confidential information or intellectual property. You may opt out of this arbitration and class-waiver provision by written notice to us within thirty (30) days of signing, in which case disputes will be resolved in the state or federal courts located in Florida.
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Assignment and changes to these terms
You may not assign this Agreement without our consent. We may assign it to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets. We may update this Agreement from time to time; we will give you notice of material changes, and if a change materially and adversely affects you, you may object and continue under the prior terms until your next renewal.
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Electronic signature and notices
You consent to do business electronically. You agree that your electronic signature on this Agreement, and electronic records and notices, are valid, binding, and enforceable to the same extent as a handwritten signature and paper records under the federal ESIGN Act and the Uniform Electronic Transactions Act. Notices may be sent to the email address associated with your account.
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General
This Agreement, together with your Order and any add-on terms, is the entire agreement between the parties on its subject and supersedes prior discussions. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is enforced to the maximum extent permitted. A party’s failure to enforce a provision is not a waiver. Provisions concerning confidentiality, data, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution survive termination.
By signing below, you acknowledge that you have read and agree to this Agreement, including the limitation of liability and the arbitration and class-action-waiver provisions.