1. Parties and acceptance
The provider under this agreement is Stratified Accounting LLC. References to “Stratified Accounting,” “we,” or “us” mean that provider. The business identified in your order is the “Client” or “you.” The individual acting for the Client represents that they have authority to bind that business.
By expressly accepting these terms and proceeding with the final payment action for your order, you agree to this Master Services Agreement and the listed service scope. The agreement becomes effective when we confirm acceptance of the order. Acceptance may also occur through use of services as described in section 22. A payment attempt, inquiry, saved quote, or review request alone does not create an accepted order or charge you. If we decline an order after receiving a payment, we will refund that payment.
Before payment you must be able to review and retain this agreement, your service scope, the actual charge, billing frequency, commitment, early-exit charges, and renewal terms. An annual monthly equivalent is a comparison; the annual total is charged in advance.
2. The order and the service scope
Your order consists of the selected plan, payroll selection, business information, included services, limits, exclusions, responsibilities, prices, start date, and separately accepted additions displayed in the final review and preserved with your order. These displayed details are your service scope. An optional-service request does not add that service until its price and scope are accepted in writing.
The order controls service quantities, price, billing selection, and specific deliverables. This agreement controls the general contractual terms. A separate amendment changes a general term only if it identifies that term and is accepted in writing by authorized representatives. Marketing descriptions and previous templates do not add services. Changes follow section 12.
3. Services covered by your order
The selected service scope preserved with your accepted order specifies included services, exclusions, quantities, plan limits, software, deliverables, and prices. Those details are part of your order rather than repeated in this agreement. No service is included solely because it appears in another plan or in a previous proposal.
4. Your responsibilities and authority
You remain responsible for operating your business, legal compliance, business decisions, internal controls, fraud prevention, record retention, and the accuracy and completeness of records and instructions. Keep personal and business spending separate. Maintain working bank and software connections, provide statements and supporting records, answer questions, and identify errors or suspected fraud promptly.
Only people you designate in writing may approve material scope or fee changes, payroll, filings, refunds, or the release of funds. Routine communication by an employee does not give that employee unlimited authority to bind your business. You must provide signed authorizations and sufficient cleared funds before payroll, tax payments, or vendor payments. We do not take custody of your funds or independently authorize business payments.
5. Delivery standards and timing
We will perform the included work with reasonable professional care, using the records and explanations supplied to us. Matching records, checking account balances, and completing your monthly books are part of the selected scope; they are not an independent audit, assurance engagement, or guarantee of detecting fraud or every error. We will raise material issues that come to our attention in the included work.
Our target is to provide standard monthly financial reports by the twentieth day of the following month, or the next business day, when complete records, working connections, and requested answers are received in time. Missing information, corrections, or third-party outages may extend that target; we will communicate material delays. Any support response targets and reporting deliverables are identified in your selected scope.
6. Included software and connected services
The accounting platform and any payroll provider are approved for the work and identified when access and authorization are arranged. The accounting and selected payroll software costs are included in the stated recurring service prices. We do not require you to buy a separate accounting or payroll subscription for this included scope.
Bank fees, payment processing fees, taxes owed, and separately accepted products or services remain separate costs. Connected services have their own access, authorization, availability, and privacy terms. We use technology and automation to reduce repetitive work and pass the savings on to you. These systems do not expand the scope or remove our responsibility for reasonable care. We may replace an included tool with a functionally suitable tool, with notice and reasonable transition arrangements; a material scope or price change follows section 12. We will not silently impose a new separately paid subscription.
7. Payroll authority and responsibilities
When payroll is included in your order, you remain the employer and responsible taxpayer. You enter employee personal details in the payroll system and are responsible for worker classification, employment decisions, and resolving pay disputes. The payroll services, approved input requirements, responsibilities, exclusions, and processing limits are specified in your selected scope. Nothing shifts responsibility for our own breach or overrides rights imposed by law.
8. Sales tax and business payments
Where sales tax filing is included, you maintain registrations, complete sales and exemption records, approve returns, authorize filing, and provide funds before deadlines. Additional states or counties, registrations, determining where registration is required, late or amended returns, notices, and disputes are outside the included filing scope. Tax owed is not a service fee and is not included in the plan price.
Under client-operated invoice and bill workflows, you create invoices, enter bills, track payments, and make payments yourself. Under the selected managed services, we prepare invoices and schedule approved vendor payments using the authorized workflow. You verify customers, vendors, purchases, prices, changed bank instructions, refunds, and disputes. We do not guarantee payment from your customers, collect debts, approve spending for you, or release funds without your authorization.
9. Fees and billing
Recurring fees and the actual billing amount are stated in your order. Monthly service is billed in advance. Annual service is paid twelve months in advance. Compliance and Partnered annual recurring service, including payroll where applicable and its software, receives the displayed ten percent discount, with annual totals rounded to whole dollars. Displayed monthly equivalents are rounded comparisons and do not create monthly installments. Stratified has no advertised annual discount.
You authorize recurring charges through a separate, clear payment authorization presented at checkout. The provider must disclose the charge amount, frequency, renewal date, payment method, and cancellation or nonrenewal route before authorization. We will send electronic invoices or receipts to your designated billing contact. Saving this page does not authorize any charge. No automatic late fee or additional product charge applies unless separately disclosed and accepted in the order and permitted by law.
A genuinely disputed invoice must be raised promptly with enough detail to investigate; undisputed amounts remain payable. A failed payment does not itself cancel an engagement. We will give notice of a payment problem and any proposed suspension under section 14.
10. Onboarding and earlier-month work
Onboarding is a one-time charge for the initial setup, not a recurring monthly or renewal fee. It costs one month of selected recurring services, including selected payroll, at the standard monthly price before any annual discount. It is waived with annual billing for eligible plans. Stratified onboarding uses the accepted recurring service fee and has no advertised annual waiver. Earlier-month cleanup, migration outside the included setup, or corrections to earlier periods are separate services and are not absorbed into recurring bookkeeping or waived annual onboarding.
For an early exit from an annual plan, the waived onboarding amount may be recovered through the refund calculation in section 13. You must see this condition before payment.
11. Commitment and renewal
Both billing choices require an initial twelve-month service commitment beginning on the start date in the accepted order. Paying monthly changes the payment schedule; it does not make the engagement month-to-month. Unless the accepted order expressly states otherwise, the engagement renews for successive twelve-month terms unless you give written notice of nonrenewal at least thirty days before the term ends.
We will provide a renewal reminder and any new recurring price or material agreement terms at least thirty days before renewal. A new legal agreement version is not applied retroactively merely because a website changes. Material legal amendments require express assent. Changes in fees or requirements during a term follow section 12. Any mandatory notice, cancellation, or refund right under applicable law is preserved.
12. Inaccurate information and scope changes
Tell us promptly about changes in transactions, accounts, employees, states, pay arrangements, business structure, or required services. If information is materially inaccurate, incomplete, or misleading, or requirements exceed your selected limits, you agree that the appropriate scope or plan adjustment is required. We will give written notice describing the issue, the revised scope, any price change, and the effective date, with a reasonable opportunity to correct the information or reduce requirements to the listed limits.
A price increase during the term will ordinarily take effect no sooner than thirty days after notice, unless you expressly agree in writing to an earlier date. This does not authorize an undisclosed automatic charge. We need the payment authorization required for any additional charge. We are not obliged to perform excluded work while a change remains unresolved. If a lawful and workable service arrangement cannot continue, Stratified Accounting may use section 14.
13. Early exit and prepaid fees
If you request an end to the engagement before the twelve-month commitment is complete, give thirty days’ written notice. Services and recurring fees continue through the effective end date unless we agree in writing to an earlier date. For monthly billing, you owe earned but unpaid fees, any unpaid onboarding or separately authorized work, and an early-exit charge equal to fifty percent of the recurring fees for the unserved portion of the current commitment. The recurring rate used is the accepted standard monthly service rate, including selected payroll. There is no duplicate charge for the same served period.
For client-requested early exit from annual billing, the calculation begins with the annual amount actually paid. Deduct the used service period at the accepted standard monthly price, rather than the discounted annual equivalent, and deduct the one-month onboarding amount that was waived. Used and unused partial billing months are apportioned by the actual days in that billing month. The effective end date determines the used period.
Also deduct an early-exit charge equal to fifty percent of the accepted standard monthly recurring fees for the unserved portion of the twelve-month commitment, including selected payroll. Thus the refund is the amount paid minus used service at monthly pricing, minus the recovered onboarding fee, minus the fifty-percent remaining-fee charge. The refund cannot be less than zero. These annual deductions do not create a separate additional early-exit invoice beyond the annual amount already paid; separately authorized additional work and earned unpaid charges remain payable.
Onboarding is recovered only once. These rules do not apply when we terminate for convenience as described in section 14, or to the extent mandatory law requires a different result. No undisclosed fee may be added. The final payment review must show the commitment, early-exit charge, and applicable annual refund method before you pay.
14. Suspension and termination by Stratified Accounting
Stratified Accounting may terminate the engagement on thirty days’ written notice. For nonpayment, materially inaccurate information, missing authorizations or funds, repeated unmet client responsibilities, or requirements that cannot be served within the listed scope, we may give notice of breach and a reasonable opportunity to remedy it, ordinarily ten days. A shorter suspension may be necessary where law, security, insufficient funds, provider processing cutoffs, or a risk of unauthorized transactions prevents continued work. We will communicate the reason and known affected tasks or deadlines as promptly as practicable.
During a suspension or after the end date, you must arrange any filings, payroll, or payments we identify as not being performed. We will not represent that a filing or payment has been completed when it has not. We will cooperate with a reasonable transfer of your records and access. These provisions do not excuse our own breach or override duties imposed by law.
If we end a prepaid engagement for convenience, unused prepaid service is refunded proportionately at the prepaid rate without the client-requested early-exit charge or onboarding recovery. Accrued undisputed fees and separately authorized completed work may be deducted. Where termination follows a client breach, any claim beyond earned fees requires the contract and applicable law; it is not an undisclosed automatic charge.
15. Records and ownership
You own your business data and the final reports and records prepared for you. We retain our pre-existing tools, templates, category frameworks, methods, automation, and internal workpapers. Your right to use final deliverables does not transfer ownership of those tools or give us ownership of your original records.
Access provided under our software subscriptions may end with the engagement. Your independently owned accounts remain yours. We will make a reasonable export or transfer of your completed records available and will not delete required business records simply to remove our proprietary material. Additional migration work outside an ordinary export is separately priced with your approval.
We retain copies of final monthly financial reports for five years, unless law, a preservation duty, or a written arrangement requires longer. This is not a promise to retain every original receipt or employee record. You must keep your own legally required records and backups. Payroll and other providers also have their own retention procedures. Confidentiality and ownership obligations continue after the engagement ends.
16. Confidentiality and information security
We will protect nonpublic business, financial, employee, customer, and vendor information obtained through the engagement, using reasonable administrative and technical safeguards. We will use it to provide and administer the services, comply with law, and handle legitimate professional or legal matters. We do not sell your confidential information or publicly publish it.
Information may be shared only as reasonably necessary with your authorized contacts, service providers involved in delivery, and professional advisers bound by appropriate confidentiality obligations, or when legally required. We will give notice of compelled disclosure when permitted. Public information, information lawfully known independently, and information independently developed without using confidential records are not covered as confidential information.
Use secure onboarding and provider systems for employee records, bank details, credentials, and tax identifiers; do not put them in the public quote form. You must protect your access and notify us promptly of suspected compromise. We will notify you without unreasonable delay of a confirmed security incident affecting your information, subject to applicable law and legitimate investigation needs. No system is guaranteed immune from compromise.
17. Responsibility and third-party claims
We are responsible for performing the accepted services with reasonable care. You are responsible for your records, approvals, instructions, available funds, and business decisions. We are not responsible to the extent a loss is caused by materially inaccurate or missing information, unauthorized client changes, unavailable funds, or a third-party outage outside our reasonable control, except to the extent our own breach contributed. Service names such as Compliance do not guarantee complete compliance with every legal requirement.
To the extent permitted by law, neither party is liable to the other for indirect, special, incidental, or consequential loss, such as lost profits arising indirectly from the engagement. This limitation does not exclude fraud, willful misconduct, gross negligence, confidentiality breaches, or liability that cannot lawfully be excluded. It does not erase an obligation to pay for accepted services or a refund due under this agreement.
You will indemnify us against third-party claims to the extent caused by your material breach, fraudulent information, or unlawful instructions. This does not cover loss caused by our own negligence or misconduct. We must give reasonably prompt notice, allow appropriate participation in the defense, and not agree to a settlement imposing obligations on you without your consent. Remedies for direct loss remain available to the extent permitted by law.
18. Events beyond reasonable control
A party is not in breach to the extent an event beyond its reasonable control prevents performance despite reasonable mitigation. The affected party must give prompt notice, take reasonable steps to reduce the interruption, and resume work when practicable. An outage does not authorize a false claim that a filing or payment was made, excuse amounts already earned, or remove mandatory legal duties. We will discuss transition or refund treatment if a prolonged interruption prevents the accepted services.
19. Targeted hiring of service personnel
During the engagement and for two years after it ends, you will not knowingly target for solicitation or hiring a person employed or directly engaged by us who materially worked on your engagement, for the purpose of bypassing our relationship. General public recruiting, an unsolicited approach not encouraged by you, and a documented pre-existing relationship are excluded. This clause applies only to the extent permitted by law and does not prevent anyone from exercising protected employment rights. No automatic hiring penalty is created.
20. Disputes and governing law
The agreement is governed by Ohio law, subject to applicable federal law and mandatory rights that cannot be waived. The parties will first try in good faith to resolve a dispute through their designated contacts. If that does not resolve it, they will attempt confidential mediation before pursuing binding arbitration, unless urgent relief is needed or applicable law requires another route.
Unresolved business disputes will be decided by one neutral arbitrator under the then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take place in Ohio, with remote participation where allowed. Judgment on an award may be entered in a court with jurisdiction. The applicable rules and law govern administration and arbitrator fees; an award of legal fees must be authorized by this agreement or law. A court may handle collection of our unpaid service fees, an eligible small-claims matter, or necessary interim relief. Any recovery of reasonable collection costs or prevailing-party legal fees is limited to what the tribunal awards and applicable law permits. This section does not promise that arbitration is cost-free or eliminate mandatory protections.
21. General terms and notices
We are an independent contractor, not your employee, business partner, or an officer authorized to operate your business. We are responsible for taxes on our own business income and insurance required by law. No specific insurance coverage, employment service, or agency authority is promised unless stated in an accepted order. Neither party may assign the agreement to an unrelated party without the other’s written consent, except as required by law.
This agreement and the accepted order replace prior discussions and templates for this engagement; they do not automatically replace an already signed separate engagement without agreement. A waiver must be in writing. If a provision is unenforceable, the remainder continues to the extent it can lawfully operate. Payment, confidentiality, record ownership, disputes, and terms that by their nature continue will survive the end of services.
Send contractual notices using the designated notice method recorded in your accepted order, or by mail to 4532 Newkirk Dr., Brunswick, OH 44212. We send notices to the business and billing contacts in your order. Keep contact details current. Email notice counts when delivered without a delivery failure, subject to any legally required method. If receipt is uncertain, use a confirming method; a bounced message is not sufficient notice.
You agree to electronic delivery of invoices, notices, order records, and this agreement through the contact methods you provide. You may request a retained copy or contact us about a paper copy or changing delivery arrangements. Access requires a current browser and the ability to read, download, or print ordinary electronic documents. Payment authorization remains a separate express action; we will preserve the accepted version and order with the transaction record.
22. Acceptance through use of services
By authorizing Stratified Accounting to begin, or knowingly accepting or using our services after this agreement and the applicable service scope and fees have been made available for you to review and retain, you agree to this agreement and that service scope on behalf of your business. The person authorizing or using the services represents that they have authority to act for the Client.
A separate handwritten or electronic signature is not required to establish acceptance through use of services, unless we expressly agree otherwise or applicable law requires it. The engagement remains subject to our confirmation of the order and the scope we agree to perform.
Visiting this website, making an enquiry, or requesting a quote alone does not constitute acceptance or authorize a charge. Payment still requires the separate authorization described in section 9. Any changes to the agreement or service scope follow the written-change provisions of this agreement.