Service Terms

Please read these Terms and Conditions carefully. By engaging Western Reserve Consulting LLC ("WRC," "we," "us," or "our") for any services — whether through a signed engagement letter, purchase order, verbal agreement, or by accessing our website or platforms — you ("Client," "you," or "your") agree to be bound by these Terms and Conditions. If you do not agree, do not engage our services.

 

 

01

Acceptance of Terms

These Terms and Conditions ("Agreement") constitute a legally binding contract between you and Western Reserve Consulting LLC, an Ohio limited liability company headquartered in Lakewood, Ohio. This Agreement governs all professional services, fractional CFO engagements, accounting services, financial advisory, platform access, and any other services provided by WRC.

Your engagement with WRC — whether initiated through an executed engagement letter, a statement of work, an email authorization, or commencement of services — constitutes your unconditional acceptance of this Agreement in its entirety. This Agreement supersedes all prior or contemporaneous communications, representations, and proposals, whether oral or written.

If you are entering into this Agreement on behalf of a company, partnership, nonprofit organization, or other legal entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement. If you do not have such authority, you must not engage our services.

 

 

02

Services

Western Reserve Consulting provides fractional CFO services, bookkeeping, financial reporting, cash flow modeling, KPI development, financial planning and analysis (FP&A), multi-entity consolidation, and related advisory services to small and mid-sized businesses, franchises, construction companies, real estate operators, nonprofits, and professional services firms.

 

Our Services May Include

• Fractional Chief Financial Officer (CFO) services on a retainer or project basis

• Full-cycle bookkeeping and monthly close management

• Financial statement preparation, review, and analysis

• Cash flow forecasting and 13-week rolling cash models

• KPI dashboard development and monthly financial package delivery

• Multi-entity financial consolidation and intercompany reporting

• Budget development, variance analysis, and strategic financial planning

• QuickBooks Online setup, clean-up, migration, and ongoing management

• Franchise financial reporting and franchisor compliance support

• Special projects, M&A due diligence support, and lender package preparation

The specific services to be provided to any client are defined in an executed engagement letter or statement of work ("SOW"). WRC reserves the right to decline any engagement at its sole discretion. WRC does not provide tax preparation, legal advice, audit services, or securities advice unless expressly stated in writing. WRC is not a CPA firm, and services do not constitute an audit, review, or compilation engagement as defined by AICPA standards.

 

 

03

Engagement & Scope of Work

All engagements are governed by an executed engagement letter or SOW that specifies the scope of services, deliverables, timelines, fees, and any client responsibilities. The engagement letter, together with these Terms and Conditions, forms the complete agreement between the parties.

 

Client Responsibilities

• Provide accurate, complete, and timely financial data, documentation, and access to systems

• Designate a primary point of contact with authority to provide approvals and information

• Respond to requests for information within agreed timeframes to avoid delays

• Notify WRC promptly of any material changes to business operations, ownership, or financial condition

• Maintain all necessary software licenses and access credentials required for service delivery

Important Note on ScopeWork requested outside the agreed scope of an engagement letter will be quoted separately and requires written approval before WRC proceeds. WRC is not responsible for delays caused by a client's failure to provide necessary information, access, or approvals in a timely manner.

 

Third-Party Platforms

WRC frequently works within client-owned software platforms including but not limited to QuickBooks Online, Karbon, Bill.com, Gusto, ADP, and others. The client retains full ownership of and responsibility for all accounts and data within such platforms. WRC's access is limited to what is necessary to perform the agreed services and shall be revoked upon engagement termination.

 

 

04

Fees & Payment

Fees for WRC services are set forth in the applicable engagement letter or SOW. All fees are stated in U.S. dollars. WRC's fee structures may include monthly retainers, project-based flat fees, or hourly rates depending on the engagement type.

 

Billing & Payment Terms

• Monthly retainer fees are invoiced on the first business day of each month and due within fifteen (15) calendar days

• Project-based fees may require a deposit of up to 50% upon execution of the engagement letter, with the remainder due upon project completion or per agreed milestones

• Hourly work is invoiced bi-weekly or monthly in arrears and due within fifteen (15) calendar days

• Invoices not paid within thirty (30) days of the due date will accrue interest at 1.5% per month (18% annually) on the unpaid balance

• WRC reserves the right to suspend services without liability for any account more than thirty (30) days past due

 

Fee Adjustments

WRC reserves the right to adjust retainer fees with thirty (30) days' written notice. Fee increases will not apply retroactively. Should the scope of an engagement materially expand beyond what was originally contemplated, WRC will notify the client and may request a scope adjustment and corresponding fee modification.

 

Expenses

Out-of-pocket expenses reasonably incurred in connection with an engagement (such as software subscriptions, filing fees, or travel, if applicable) will be billed at cost with prior client approval. WRC does not charge administrative markups on pass-through expenses.

 

 

05

Confidentiality

Both parties acknowledge that in the course of an engagement, each may receive access to confidential and proprietary information belonging to the other party. "Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to financial data, business strategies, personnel information, client lists, pricing, and technical information.

 

WRC's Obligations

• WRC will use Client Confidential Information solely to perform the agreed services

• WRC will not disclose Client Confidential Information to any third party without the client's prior written consent, except as required by law or regulation

• WRC will use commercially reasonable measures to protect Client Confidential Information from unauthorized access or disclosure

• WRC team members with access to client data are bound by confidentiality obligations at least as protective as those in this Agreement

 

Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of WRC; (b) was known to WRC prior to disclosure; (c) is independently developed by WRC without use of Client Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided WRC gives the client prompt written notice where legally permissible.

 

Client Obligations

The client agrees to keep confidential any proprietary methodologies, templates, processes, and pricing information of WRC. The client shall not disclose WRC's proprietary work product to any third party without WRC's prior written consent, except to the client's own legal counsel, accountants, or other advisors under equivalent confidentiality obligations.

This confidentiality obligation survives termination of the engagement for a period of three (3) years.

 

 

06

Data Security

WRC takes the security of client data seriously and maintains commercially reasonable administrative, technical, and physical safeguards designed to protect client information from unauthorized access, use, disclosure, alteration, or destruction.

 

Security Practices

• All client data is transmitted and stored using industry-standard encryption protocols (TLS/SSL and AES-256 where applicable)

• WRC utilizes multi-factor authentication (MFA) for access to all systems containing client data

• Access to client data is restricted to WRC personnel on a need-to-know basis

• WRC maintains secure password management practices and prohibits the sharing of credentials

• WRC conducts periodic internal reviews of security practices and access controls

• Third-party software tools used in service delivery (e.g., QuickBooks Online, Karbon, Google Workspace) are evaluated for their own security compliance

 

Data Breach Notification

In the event of a confirmed security breach that results in unauthorized access to client Confidential Information, WRC will notify the affected client within seventy-two (72) hours of confirming the breach. Notification will include a description of the nature of the breach, the categories of data affected, and the steps WRC is taking in response.

 

Client-Controlled Systems

WRC is not responsible for the security of data stored within client-owned or client-managed platforms, software, or infrastructure. If a security incident originates from or is caused by vulnerabilities in systems outside WRC's control, WRC's liability is limited as described in Section 8 of this Agreement.

Sensitive DataWRC does not store client banking credentials, personal social security numbers, tax identification numbers, or payment card information in WRC systems. Clients should provide the minimum necessary access to perform agreed services and revoke access promptly upon engagement conclusion.

 

 

07

Intellectual Property

The ownership of intellectual property developed in connection with an engagement is governed by the terms of the applicable engagement letter. In the absence of express written agreement to the contrary, the following provisions apply.

 

WRC Proprietary Materials

WRC retains all right, title, and interest in and to its pre-existing proprietary methodologies, templates, tools, processes, financial models, dashboards, software, training materials, and know-how ("WRC IP"), including any improvements or enhancements to WRC IP made in connection with an engagement. Nothing in this Agreement transfers ownership of WRC IP to the client.

 

Client Deliverables

Financial reports, analyses, models, and other deliverables prepared specifically for and delivered to the client ("Client Deliverables") become the property of the client upon full payment of all outstanding fees. Client Deliverables may incorporate WRC IP in the form of templates or underlying methodology; however, the client receives a perpetual, non-transferable license to use the deliverables for their internal business purposes.

 

No Third-Party Use

The client may not sell, sublicense, publish, or provide WRC deliverables or methodologies to any third party without WRC's express prior written consent. WRC reserves the right to reference the engagement in anonymized form for business development, case study, or marketing purposes, absent a specific written objection from the client.

 

 

08

Disclaimer & Limitation of Liability

Nature of Services

WRC's services are advisory and operational in nature. All financial projections, forecasts, models, and strategic recommendations provided by WRC are based on information available at the time of preparation and involve inherent uncertainties. WRC does not guarantee any specific business outcome, financial performance, lender approval, profitability, or investment return.

 

No Professional License Representation

Unless expressly stated in the engagement letter, WRC services do not constitute the practice of public accounting, law, securities advising, or any other licensed profession. WRC is not a registered investment advisor. Clients are encouraged to consult licensed professionals for tax, legal, and securities matters.

Limitation of Liability: To the maximum extent permitted by applicable law, WRC's total cumulative liability to the client for any claims arising out of or related to this Agreement — whether in contract, tort, negligence, strict liability, or otherwise — shall not exceed the total fees paid by the client to WRC in the three (3) months immediately preceding the event giving rise to the claim.

 

Exclusion of Consequential Damages

In no event shall WRC be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages — including but not limited to loss of profits, loss of revenue, loss of business, loss of data, or business interruption — even if WRC has been advised of the possibility of such damages. This exclusion applies regardless of the theory of liability.

 

Reliance on Client Information

WRC relies on information, data, and representations provided by the client and the client's other advisors. WRC is not responsible for errors or omissions in deliverables that result from inaccurate, incomplete, or untimely information provided by the client. WRC has no obligation to audit or independently verify the accuracy of information provided by the client.

 

 

09

Indemnification

Each party ("Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party, its members, officers, employees, and agents ("Indemnified Party") from and against any and all third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Any breach of this Agreement by the Indemnifying Party

• The Indemnifying Party's gross negligence or willful misconduct

• Any violation of applicable law by the Indemnifying Party

• Any infringement of a third party's intellectual property rights caused by the Indemnifying Party

The client specifically agrees to indemnify WRC against any claims arising from the client's use of WRC deliverables in a manner inconsistent with this Agreement, or from the client's failure to provide accurate and complete information necessary for WRC to perform its services.

The Indemnified Party must: (a) provide prompt written notice of any claim; (b) grant the Indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation at the Indemnifying Party's expense.

 

 

10

Termination

Either party may terminate an engagement in accordance with the notice provisions set forth in the applicable engagement letter. In the absence of specific engagement letter provisions, the following terms apply.

 

Termination for Convenience

Either party may terminate an ongoing retainer engagement for any reason by providing thirty (30) days' written notice to the other party. During the notice period, both parties shall continue to fulfill their respective obligations. Project-based engagements that have commenced may not be terminated for convenience without compensation for work completed through the termination date.

 

Termination for Cause

WRC may terminate an engagement immediately upon written notice if: (a) the client fails to pay any undisputed invoice within thirty (30) days of the due date; (b) the client breaches any material term of this Agreement and fails to cure such breach within ten (10) business days of written notice; (c) the client engages in fraudulent, illegal, or unethical conduct; or (d) continuation of the engagement would require WRC to violate applicable law or professional standards.

 

Effect of Termination

• The client shall pay WRC for all services rendered and expenses incurred through the effective date of termination

• WRC shall return or destroy client Confidential Information upon written request, subject to any legal retention obligations

• Upon termination, WRC will revoke its access to all client-owned platforms and systems

• WRC shall deliver to the client any completed work product for which full payment has been received

• Sections 5, 7, 8, 9, 11, and 12 of this Agreement survive any termination

Transition AssistanceWRC will make reasonable efforts to facilitate a smooth transition upon engagement termination, including providing a transition summary and handoff documentation. Additional transition assistance beyond WRC's standard process may be available at WRC's then-current hourly rate.

 

 

11

Dispute Resolution & Arbitration

The parties agree to use good faith efforts to resolve any dispute arising out of or relating to this Agreement through direct negotiation before initiating any formal proceeding. A party seeking to resolve a dispute shall provide written notice to the other party describing the dispute in reasonable detail.

 

Mandatory Arbitration

If the parties are unable to resolve any dispute through good faith negotiation within thirty (30) calendar days of written notice, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree, appointed by the AAA.

 

Arbitration Procedures

• The arbitration shall be conducted in Cuyahoga County, Ohio, or via videoconference by mutual agreement

• The arbitrator shall have authority to award any remedy available at law or in equity, subject to the limitations in Section 8 of this Agreement

• The arbitration award shall be in writing and shall be final and binding upon the parties

• Judgment on the award may be entered in any court of competent jurisdiction

• The costs of arbitration, including arbitrator fees, shall be borne equally by the parties unless the arbitrator determines otherwise

• Each party shall bear its own attorneys' fees unless the arbitrator awards fees as part of the remedy

 

Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent or restrain any breach or threatened breach of confidentiality or intellectual property obligations, without waiving the right to arbitrate all other claims. Claims for unpaid fees may also be pursued in small claims court if they fall within the applicable jurisdictional limits.

 

Class Action Waiver

The parties expressly waive any right to bring any dispute as a class, collective, or representative action. All arbitrations shall be conducted on an individual basis only.

 

 

12

Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles. For any disputes not subject to arbitration under Section 11, the parties consent to the exclusive jurisdiction of the state and federal courts located in Cuyahoga County, Ohio, and waive any objection to such venue.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.

 

 

13

Regulatory Compliance

Each party agrees to comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with its activities under this Agreement. This includes but is not limited to applicable data privacy laws, anti-money laundering regulations, and employment and labor laws.

 

Client Compliance Obligations

• The client is solely responsible for ensuring its own regulatory compliance, including tax filings, government reporting, and industry-specific regulations

• WRC's services do not constitute compliance advice unless specifically engaged for that purpose

• The client shall promptly notify WRC of any government investigation, subpoena, or regulatory inquiry that may affect the engagement

• The client represents that its business operations are lawful and that it has the authority to engage WRC under all applicable laws

 

Anti-Corruption

WRC does not engage in, and will not tolerate, bribery, corruption, or any other conduct that violates the U.S. Foreign Corrupt Practices Act or any other applicable anti-corruption law. The client likewise represents that it will not engage in any such conduct in connection with its relationship with WRC.

 

 

14

Modifications to These Terms

WRC reserves the right to update or modify these Terms and Conditions at any time. When changes are made, WRC will update the "Last Updated" date at the top of this document and, where practicable, notify active clients of material changes by email or through the client portal at least fourteen (14) days before the changes take effect.

Your continued engagement with WRC after the effective date of any modification constitutes your acceptance of the updated Terms and Conditions. If you do not agree to the modified terms, you must notify WRC in writing and discontinue use of WRC services prior to the effective date of the modification.

No modification to an individual engagement letter shall be effective unless in writing and signed by authorized representatives of both parties. These Terms and Conditions may not be modified by course of conduct, oral agreement, or any statement made by WRC personnel.

 

 

15

Contact & Notices

All notices, requests, or other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by nationally recognized overnight courier; (c) sent by email with confirmation of receipt; or (d) deposited in the U.S. mail, postage prepaid, addressed to the party as set forth below.