Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Animal Kingdom Accounting, LLC, a Delaware limited liability company, governing your use of our accounting, bookkeeping, tax preparation, compliance, and advisory services ("Services").

By signing an engagement letter, accessing our client portal, or otherwise utilizing our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms specified in your engagement letter.

2. Description of Services

Animal Kingdom Accounting provides specialized financial services exclusively for animal welfare nonprofit organizations, including but not limited to:

• Foundation Finance (Tier 1): Monthly bookkeeping, bank reconciliation, financial statement preparation, chart of accounts setup, QuickBooks Online migration and management, and secure client portal access.
• Compliance & Growth (Tier 2): All Foundation services plus Form 990 preparation and filing, grant tracking and funder reporting, board financial packages, audit preparation and support, state charitable registration maintenance, and 1099/contractor compliance.
• Strategic Systems (Tier 3): All Compliance services plus fractional CFO advisory, cash flow forecasting, budget-to-actual analysis, grant strategy and budget development, custom KPI dashboards, and monthly advisory calls.
• Add-On Services: Payroll processing, historical books cleanup, software migration, grant budget development, and multi-state charitable registration.

The specific scope of Services provided to you will be detailed in your individual engagement letter, which forms part of this agreement.

3. Eligibility

Our Services are available exclusively to:

• 501(c)(3) nonprofit organizations whose primary mission involves animal welfare, including animal shelters, rescue organizations, wildlife rehabilitation centers, sanctuaries, spay/neuter clinics, and animal advocacy organizations.
• Organizations that are legally formed and in good standing in their state of incorporation.
• Organizations with authorized representatives who have the legal authority to bind the organization to contracts.

We reserve the right to decline or terminate services to any organization at our sole discretion.

4. Account Registration

4.1 Portal Access

Upon engagement, you will receive access to our secure client portal. You are responsible for:

• Providing accurate and complete registration information.
• Maintaining the confidentiality of your login credentials.
• Immediately notifying us of any unauthorized access or security breach.
• All activities that occur under your account.

4.2 Authorized Users

You may designate authorized users within your organization to access the portal. You are responsible for ensuring all authorized users comply with these Terms and for any actions taken by authorized users.

5. Client Responsibilities

To enable us to perform our Services effectively, you agree to:

• Provide Accurate Information: Supply complete, accurate, and timely financial records, bank statements, receipts, invoices, and other documentation required for our Services.
• Grant Necessary Access: Provide read-only or appropriate access to your financial software, bank accounts, and other systems as needed.
• Respond Promptly: Reply to our requests for information or clarification within reasonable timeframes to maintain service schedules.
• Review Deliverables: Review all financial statements, reports, and tax filings we prepare and notify us of any errors or concerns within 10 business days.
• Maintain Internal Controls: Implement and maintain appropriate internal controls over financial transactions.
• Comply with Laws: Ensure your organization complies with all applicable federal, state, and local laws and regulations.

6. Payment Terms

6.1 Fees

Service fees are as outlined in your engagement letter and may include:

• Monthly retainer fees for ongoing services.
• Project-based fees for one-time engagements.
• Hourly fees for additional work outside the defined scope.

6.2 Billing and Payment

• Invoices are issued on the 1st of each month for retainer services.
• Payment is due within 15 days of invoice date.
• We accept ACH bank transfer, credit card, and check payments.
• A 1.5% monthly late fee (18% annually) applies to overdue balances.

6.3 Fee Adjustments

We may adjust fees annually with 30 days' written notice. Significant scope changes may require immediate fee adjustments, which will be documented in an amended engagement letter.

6.4 Suspension of Services

We reserve the right to suspend Services if payment is more than 30 days overdue. Suspension does not relieve you of payment obligations for services already rendered.

7. Confidentiality

7.1 Our Obligations

We will maintain the confidentiality of all non-public information you provide to us. We will:

• Use your information only to perform our Services.
• Implement appropriate security measures to protect your data.
• Not disclose your information to third parties except as required by law, with your consent, or to our subcontractors who are bound by confidentiality obligations.

7.2 Your Obligations

You agree not to disclose our proprietary methodologies, templates, systems, or pricing structures to third parties without our written consent.

7.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available; (b) was known to the receiving party before disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

8. Intellectual Property

8.1 Our Property

All methodologies, templates, software, systems, processes, and know-how we use to provide Services remain our exclusive property. You receive no rights to our intellectual property except the limited right to use deliverables for your internal purposes.

8.2 Your Property

You retain ownership of your financial data, records, and organizational information. You grant us a limited license to use this information solely to perform our Services.

8.3 Deliverables

Financial statements, reports, and other work product we create specifically for you become your property upon full payment, subject to our right to retain copies for our records and legal compliance.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANIMAL KINGDOM ACCOUNTING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.

9.2 Cap on Liability

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9.3 Exceptions

These limitations do not apply to: (a) liability for gross negligence or willful misconduct; (b) liability for breach of confidentiality obligations; or (c) liability that cannot be limited by law.

9.4 No Guarantee

While we strive for accuracy and compliance, we do not guarantee that our Services will be error-free, that tax filings will not be audited, or that any particular financial outcome will be achieved.

10. Indemnification

You agree to indemnify, defend, and hold harmless Animal Kingdom Accounting, its officers, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms.
• Your violation of any law or regulation.
• Inaccurate, incomplete, or misleading information you provide to us.
• Your failure to implement recommendations we provide.
• Actions of your employees, board members, or agents.

11. Termination

11.1 Termination by Either Party

Either party may terminate the engagement:

• With 30 days' written notice for any reason.
• Immediately upon material breach by the other party that remains uncured for 15 days after written notice.

11.2 Termination by Us

We may terminate immediately if:

• We discover you have provided materially false information.
• We believe continued representation would violate professional ethics or law.
• You fail to pay invoices for more than 60 days.
• Your organization loses its 501(c)(3) status or ceases operations.

11.3 Effect of Termination

Upon termination:

• You must pay all fees for Services rendered through the termination date.
• We will provide reasonable transition assistance and return your records.
• Confidentiality obligations survive termination.
• Portal access will be revoked within 30 days.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute through good-faith negotiations. Either party may initiate this process by providing written notice of the dispute.

12.2 Mediation

If informal negotiations fail within 30 days, either party may initiate mediation administered by JAMS in New York, New York. The parties will share mediation costs equally.

12.3 Arbitration

If mediation fails, disputes shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. The arbitration shall take place in New York, New York, before a single arbitrator. The arbitrator's decision shall be final and binding.

12.4 Exceptions

Either party may seek injunctive relief in court to protect intellectual property or confidential information without first pursuing mediation or arbitration.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any litigation not subject to arbitration shall be brought exclusively in the state or federal courts located in New York County, New York, and both parties consent to personal jurisdiction in those courts.

14. Changes to Terms

We may modify these Terms at any time by posting updated Terms on our website and notifying you via email. Changes become effective 30 days after notice. Your continued use of our Services after the effective date constitutes acceptance of the modified Terms. If you do not agree to the changes, you may terminate the engagement as provided in Section 11.

15. Contact Information

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.