Terms and Conditions
Agreement between User and fraserfinancials.com
Welcome to fraserfinancials.com. The fraserfinancials.com website (the "Site") is comprised of various web pages operated by Fraser Financials, LLC ("Fraser Financials Professional Bookkeeping & Accounting Solutions"). fraserfinancials.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of fraserfinancials.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
fraserfinancials.com is a Blog Site.
To provide information regarding the services that Fraser Financials, LLC provides.
Privacy
Your use of fraserfinancials.com is subject to Fraser Financials Professional Bookkeeping & Accounting Solutions's Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.
Electronic Communications
Visiting fraserfinancials.com or sending emails to Fraser Financials Professional Bookkeeping & Accounting Solutions constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
Children Under Thirteen
Fraser Financials Professional Bookkeeping & Accounting Solutions does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use fraserfinancials.com only with permission of a parent or guardian.
Links to Third Party Sites/Third Party Services
fraserfinancials.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Fraser Financials Professional Bookkeeping & Accounting Solutions and Fraser Financials Professional Bookkeeping & Accounting Solutions is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Fraser Financials Professional Bookkeeping & Accounting Solutions is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Fraser Financials Professional Bookkeeping & Accounting Solutions of the site or any association with its operators.
Certain services made available via fraserfinancials.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the fraserfinancials.com domain, you hereby acknowledge and consent that Fraser Financials Professional Bookkeeping & Accounting Solutions may share such information and data with any third party with whom Fraser Financials Professional Bookkeeping & Accounting Solutions has a contractual relationship to provide the requested product, service or functionality on behalf of fraserfinancials.com users and customers.
No Unlawful or Prohibited Use/Intellectual Property
You are granted a non-exclusive, non-transferable, revocable license to access and use fraserfinancials.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Fraser Financials Professional Bookkeeping & Accounting Solutions that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Fraser Financials Professional Bookkeeping & Accounting Solutions or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Fraser Financials Professional Bookkeeping & Accounting Solutions content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Fraser Financials Professional Bookkeeping & Accounting Solutions and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Fraser Financials Professional Bookkeeping & Accounting Solutions or our licensors except as expressly authorized by these Terms.
International Users
The Service is controlled, operated and administered by Fraser Financials Professional Bookkeeping & Accounting Solutions from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Fraser Financials Professional Bookkeeping & Accounting Solutions Content accessed through fraserfinancials.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Indemnification
You agree to indemnify, defend and hold harmless Fraser Financials Professional Bookkeeping & Accounting Solutions, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Fraser Financials Professional Bookkeeping & Accounting Solutions reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Fraser Financials Professional Bookkeeping & Accounting Solutions in asserting any available defenses.
Arbitration
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Fraser Financials Professional Bookkeeping & Accounting Solutions agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
Liability Disclaimer
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Fraser Financials, LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
Fraser Financials, LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. Fraser Financials, LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Fraser Financials, LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Fraser Financials, LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
Termination/Access Restriction
Fraser Financials Professional Bookkeeping & Accounting Solutions reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of New Mexico and you hereby consent to the exclusive jurisdiction and venue of courts in New Mexico in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Fraser Financials Professional Bookkeeping & Accounting Solutions as a result of this agreement or use of the Site. Fraser Financials Professional Bookkeeping & Accounting Solutions's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Fraser Financials Professional Bookkeeping & Accounting Solutions's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Fraser Financials Professional Bookkeeping & Accounting Solutions with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Fraser Financials Professional Bookkeeping & Accounting Solutions with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Fraser Financials Professional Bookkeeping & Accounting Solutions with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Changes to Terms
Fraser Financials Professional Bookkeeping & Accounting Solutions reserves the right, in its sole discretion, to change the Terms under which fraserfinancials.com is offered. The most current version of the Terms will supersede all previous versions. Fraser Financials Professional Bookkeeping & Accounting Solutions encourages you to periodically review the Terms to stay informed of our updates.
Contact Us
Fraser Financials Professional Bookkeeping & Accounting Solutions welcomes your questions or comments regarding the Terms:
Fraser Financials, LLC
Rio Rancho, NM 87124
Email Address:
Telephone number:
(505) 273-4303
Effective as of August 2, 2024
Mutually Beneficial Terms and Conditions
The following Terms of Service (the “Agreement” or the “Terms of Service”), govern the relationship between Fraser Financials, L.L.C. “FF” as described in the online agreement and you (“you” or the “Customer”).
Please read the Terms of Service carefully and make sure you understand and agree to them before you start working with the FF. If you have any questions relating to the Terms of Service or the services to be provided hereunder, please contact the FF directly.
By clicking to accept or agree checkbox of the Terms of Service and starting to work with FF, FF and you accept and agree to be bound and abide by these Terms of Service and by the Anchor’s terms and conditions and privacy policy as can be found on the Anchor’s website www.anchor.sh (the“Site”).
If you do not want to agree to these Terms of Service, you must not access or use the Site and not work with the FF. You are welcome to review, comment on and discuss the Terms of Service below with FF if any changes are required.
Section 1 – General Terms:
1.1 The service
Performance. FF shall perform the service in a faithful, diligent and professional manner.
Changes. FF shall promptly notify Customer of any change to the service scope FF reasonably determines is necessary. Any changes to the service scope including but not limited to scope, tasks, hours estimate and/or prices must be agreed upon by both sides through a written amendment to this Agreement [via Anchor’s portal] and be accepted by both parties prior to being effective.
Taxes. Each party shall be the sole responsible for its own tax liabilities arising out or related to this Agreement and/or the services rendered hereunder.
1.2 Relationship of parties.
· No Relationship. In performing its duties and obligations hereunder, the FF shall operate as and shall have the status of an Independent Contractor. Nothing in this Agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties. As an independent contractor, we are free to engage in any other work, services, or engagements of our own choosing.
No Authority. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.
1.3 General provisions.
Entire Agreement. this Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof.
Amendment. This Agreement may be amended only by written amendment signed by both parties.
Assignment. Neither party may assign this Agreement or any of their rights or obligations under this Agreement without the other party's written consent.
Notices/Electronic Delivery. By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, amendments, payment notices and disclosures that we provide in connection with our relationship. Communications will be directed to the initial email you initially used unless updated.
Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of New Mexico, U.S.A. without regard to its conflict of laws rules. The competent courts in New Mexico, U.S.A. shall have the exclusive jurisdiction over any dispute arising from this Agreement.
Section 2 - Scope of work:
Customer hereby engages Fraser Financials, L.L.C. (“FF”) to provide the bookkeeping and accounting services detailed in the Online Agreement page, and FF agrees to provide such services in accordance with the terms outlined herein.
The specific services FF will render (collectively referred to as the “Services”) are described in the Services section of the Anchor Proposal(s). These Services may be expanded or reduced by mutual written agreement of the parties, ideally documented through the Anchor platform. FF reserves the right to approve any modifications to the scope of Services. Any agreed-upon changes shall be memorialized in writing as an amendment to this agreement.
This engagement is strictly limited to the Services outlined in the Online Agreement page. FF will perform the Services in accordance with Generally Accepted Accounting Principles (“GAAP”) and all applicable federal and state laws and regulations. Compliance with GAAP ensures accuracy, consistency, and transparency in financial reporting.
Please note that this engagement does not include an audit, review, or any other form of assurance service on your financial statements or other financial information. FF is not engaged as a Certified Public Accountant (CPA) and will not serve in a fiduciary capacity.
2.1 60-Day Review Clause
This initial agreement is an initial assessment. Within sixty (60) days of the Agreement's effective date, both parties shall review its performance and terms. Any necessary adjustments or amendments will be made in writing and signed by both parties. Failure to conduct the review does not invalidate the Agreement.
Section 3 - Payment for Services Rendered:
3.1 Retainer: FF requires a retainer of one month’s Standard Monthly Bookkeeping fees or $500 - whichever is less, which will be applied to the final invoice.
3.2 Invoicing: Fees will be invoiced in advance, prior to the commencement of any work. Our invoices are payable upon receipt and shall be paid via Anchor, our billing platform. Paying with Anchor is secure, hassle-free, and fully controlled by you. Our agreement, services, pricing, and discounts can all be viewed in one centralized place, so you always have full visibility.
We reserve the right to suspend the Services or to withdraw from this engagement in the event that any of our invoices have not been paid in full within 10 days of the invoice date, at which point, they shall be deemed delinquent.
Interest at a rate of 24% per annum will be charged on invoices more than 30 days past due.
If we are forced to bring legal action to collect any delinquent invoice balances, you agree to pay or reimburse FF for our costs of collection, including filing fees, service of process fees, copying costs, actual attorneys’ fees, and prejudgment interest on the amounts owed. You further agree that our costs of collection shall be awarded by a court or arbitrator as part of any judgment, decree, award, or order rendered in our favor in any collection action.
3.2.a: Clean-Up and Catch-Up billing: During this phase, which must be completed before Standard Monthly Bookkeeping Services can begin, FF will divide the billing and work into 4 parts. Payment is due up front for ¼ of the initial estimate plus the retainer. As that work nears completion, FF will send a second invoice. Once that is paid, FF will continue with the Clean-Up or Catch-Up. The process will repeat until the engagement can move into the maintenance phase of Standard Bookkeeping Monthly Services.
3.2.b: Standard Bookkeeping Monthly Services: Invoices will be issued monthly for the agreed upon work during that period.
3.2.c: 1099 Package: Using Tax1099 software and W9s provided by you, FF will verify the Tax ID Numbers, process and send 1099’s to 10 FFs and/or Non-Employee Contractors via email or postal mail, depending on your preference.
3.3 Estimates:
The estimate provided is based solely on the information supplied by the client. The final cost may vary if unforeseen issues arise.
3.4 Annual Rate Adjustment:
Fraser Financials, L.L.C. reserves the right to adjust service rates annually. Clients will be notified in writing at least 30 days in advance of any rate changes. Rate increases, if any, will be reasonable and reflect changes in the scope of services, market conditions, or operating costs.
Section 3 - Termination:
3.1 For Convenience. Either party may terminate this engagement for convenience on thirty (30) days’ prior written notice to the other.
3.2 For Breach. If a party violates its obligations under this letter agreement, including failure to timely pay our invoices and/or failure or refusal to cooperate with FF in connection with this engagement, including failure or refusal to timely provide needed information, then the non-breaching party shall give written notice of the violation to the party in default, and this letter agreement shall terminate immediately on the tenth (10th) day after such notice, if the violation(s) identified in the notice is/are not cured, if curable, to the reasonable satisfaction of the non-defaulting party in the 10-day period following the date of the notice.
3.3 Immediately for Illegal, Dishonest, or Fraudulent Conduct. FF reserves the right to terminate the engagement, immediately, without either prior notice or the opportunity to cure, for suspected, admitted, or proven illegal, dishonest, or fraudulent conduct, by you, your company(s), and/or any of the company’s principals, agents, employees, or representatives, which relate, directly or indirectly, to the Services we are engaged to provide, as determined in our sole discretion.
In the event of a termination for any of the reasons noted above, we shall be paid for all services rendered through the effective date of the termination.
Section 4 – Provision of Necessary Information and Materials:
You will be solely responsible to provide FF with all information, materials, data, and documents necessary to perform the Services. You are solely responsible for the accuracy and completeness of the information provided. You acknowledge that we will rely on the accuracy and completeness of the documents and information you provide to FF in performing the Services. We shall not be held responsible or liable for any work we perform that is inaccurate or delayed because of inaccurate or incomplete information provided to FF by you, your employees, agents or representatives.
For FF to complete this engagement, and to do so efficiently, we require unrestricted access to the following documents and information concerning your company(s):
● Copies of basic documents reflecting your financial transactions, including check stubs, summaries of cash receipts and sales (cash and charge), bank statements, canceled checks, listings of accounts receivable and accounts payable, and documentary support of property and equipment transactions, purchases, trades, sales, and other dispositions. *[1]
● Information concerning any mortgage or pledge of business assets on business debts, any personal guarantees or debt, leases, or other information that affects or may affect the results of operations of the business.
● Any other financial information necessary for the purpose of reflection on your accounting records and trial balance.
● Identification of all cash receipts as to source (i.e., loans, sales, etc.), and information concerning all transactions that are consummated with cash.
Our monthly fee is dependent on the timely delivery, availability, quality, and completeness of the information you provide to FF. If the necessary information is not submitted in a timely manner or is incomplete or unusable, this may impede our Services and could negatively affect your accounting records and financial statements. We reserve the right to charge additional fees and expenses for services required to correct the problem and/or to suspend our Services or withdraw from the engagement, after providing written notice to you. If our work is delayed, suspended, or terminated in this circumstance, you agree that we will not be responsible for your failure to meet government or other deadlines and/or for any damages, penalties, or interest that may be assessed against you or for which you may become liable resulting from such delay, suspension, or termination.
Section 5 – Limitation on Scope of Services and Duty to Disclose:
Our engagement cannot be relied upon to disclose errors, fraud, or other illegal acts that may exist.
You are responsible for adopting sound accounting policies, for maintaining an adequate and efficient accounting system, for safeguarding assets, for authorizing transactions, for retaining supporting documentation for those transactions, and for devising a system of dual controls that will, among other things, help assure the preparation of proper financial statements.
Furthermore, you are responsible for management decisions and functions, for designating a competent employee to oversee any of the Services FF provides, and for evaluating the adequacy and results of those Services.
You are responsible for the design and implementation of programs and controls to prevent and detect fraud and illegal conduct, and for informing FF about all known or suspected fraud or illegal conduct affecting your company involving (a) management; (b) employees who have significant roles in internal control; and/or (c) others connected with your company, where the same could have a material effect on financial statements and/or the Services FF is engaged to perform. You are also responsible for informing FF of your knowledge of any allegations of fraud or suspected fraud and/or illegal acts or suspected illegal acts affecting your company(s) received in communications from employees, former employees, regulators, or others. In addition, you are responsible for identifying and ensuring that the entity(s) complies with applicable laws and regulations.
Section 6 - Paperless Policy & Document Handling Procedures:
Fraser Financials (FF) is a paperless company. If physical documents exist, the Customer may scan and upload them to the secure portal or receipt management software. If FF is asked to scan physical documents, this service will be billed at our current hourly rate. If performed in person with the Customer, travel time will also be billed at 50% of the current hourly rate.
To maintain an accurate chain of custody, all paper documents scanned in person will be scanned with the Customer present. These documents will be immediately returned to the Customer; FF will not transport original documents to another location.
If documents are sent via USPS, the Customer must include a comprehensive, itemized list of the package contents. FF will verify the contents upon delivery and notify the Customer of any discrepancies immediately. After scanning and uploading the documents, FF will return them to the Customer along with an itemized list. All mailing and related expenses will be the responsibility of the Customer. It is the Customer's responsibility to verify that all documents have been returned.
FF retains engagement-related documentation for seven (7) years, after which we will begin the process of securely destroying the files. Any original records received during the engagement will be returned to the Customer promptly upon its completion. The Customer agrees to provide a receipt confirming the return of such records.
All other documentation—including working papers and files developed during the engagement—remain the property of FF. Unless compelled by legal process, court order, or subpoena, FF may provide copies of these documents at its discretion, on terms acceptable to FF.
If FF is required to respond to a subpoena, court order, or other legal request for documents or testimony related to information obtained or prepared during the course of the engagement, the Customer agrees to compensate FF at its then-current standard hourly rates for time spent responding, and to reimburse all associated out-of-pocket expenses.
Section 7 - Virtual Meetings:
We will perform all Services and conduct all communications with you virtually and not in person. Meetings will be conducted via phone and/or via virtual meeting platform(s). As a virtual business, our business location is not set in any one location, and we reserve the right to perform the Services from any location we choose throughout the world. You should have no expectation that we will remain or be available in any specific physical office location.
Section 8 – Confidentiality and Non-Disclosure:
In the course of performing the Services hereunder, we may gain access to certain non-public information that is confidential or proprietary to your business, including financial, accounting, banking, and business information and records. We will treat such information as confidential and will use it only for the purposes of performing the Services we are engaged to perform. We will not disclose your confidential information to third parties unless such disclosure is: (a) with your prior verbal or written consent; (b) necessary for the performance of the Services, as we determine in our sole discretion; or (c) required by legal process, subpoena, or court order. In the event that disclosure is made under subsection (b) above, such disclosure shall be limited to that information which we deem necessary to accomplish the purpose for which the disclosure is made and no more.
Section 9 - Data Security; Cyber Risk:
All data and information will be securely stored by Fraser Financials, L.L.C. (“FF”) using reputable cloud-based software and applications. However, please be advised that cyber fraud is a significant and ongoing risk—particularly as it pertains to email communications and the transmission of bank account details.
If you, or any third party acting on your behalf, provide data, documents, or other information via unsecured devices, platforms, or transmission methods, you agree to assume full responsibility for such actions. You also agree to bear any resulting losses or liabilities, including but not limited to personal, business, financial, or reputational harm directly or indirectly related to the unsecure method of transmission.
Please note that no data transmission over the internet can be guaranteed to be completely secure. FF does not warrant that any communication will be free of viruses, malware, or other potential security threats. It is your responsibility to scan all emails and attachments for viruses or malicious software before opening them.
FF does not guarantee or warrant the security of any information you transmit to us electronically, or that we transmit to you. Any loss or damage suffered by you—or by your clients, contractors, or employees—caused wholly or in part through electronic communication with FF, is solely your responsibility.
Section 10 - Indemnification:
You agree to defend, indemnify, and hold FF harmless from and against any and all claims, losses, liabilities, damages, demands, settlement, loss, expenses, and/or costs (including actual attorneys’ fees) which arise against FF or for which we may become liable to pay relating to the Services, except to the extent that the same are caused solely by our negligence or willful misconduct committed in connection with the Services or this engagement.
Section 11 - Limitation of Liability:
Neither party shall be liable to the other for any indirect, incidental, consequential, special, or exemplary damages, including without limitation business interruption, loss or unauthorized access to information, or damages for loss of profits, incurred by the other party arising out of the Services provided under this Agreement, even if such party has been advised of the possibility of such damages. Our liability for all claims, damages and costs arising from this engagement shall not exceed the greater of: (a) actual fees charged by FF, and paid by you, for the Services during the 12-month period immediately preceding the event giving rise to such claim or liability, or (b) the limits of our professional liability policy, if applicable.
Section 12 - Dispute Resolution:
You agree that any dispute (other than our efforts to collect an outstanding invoice) that may arise regarding the meaning, performance or enforcement of this engagement or any prior engagement that we have performed for you, will, prior to resorting to litigation, be submitted to mediation, and that the parties will engage in the mediation process in good faith once a written request to mediate has been given by any party to the engagement. Any mediation initiated as a result of this engagement shall be administered within Sandoval County, New Mexico. The parties shall select a mutually agreeable mediator. If the parties cannot agree on a mediator, then each party shall select a mediator of its choosing and the two mediators shall select a third mediator, who shall conduct the mediation. The results of any such mediation shall be binding only upon the agreement of each party to be bound. The costs of any mediation proceeding shall be shared equally by the participating parties.
Section 13 - Time for Instituting Claims, Venue, and Applicable Law:
Any litigation arising out of this engagement, except for actions by FF to enforce payment of our professional invoices, must be filed within one (1) year from the accrual of the cause of action, notwithstanding any statutory provision providing for a longer statute of limitations. Any such litigation arising out of or related to this engagement shall be filed in the Circuit Court for Sandoval County, New Mexico. New Mexico State law shall apply (notwithstanding application of any conflict of laws rules) to all claims arising out of this engagement.
Section 14 - Intellectual Property:
Intellectual Property Transfer. Nothing in this Agreement will function to transfer any of either party's Intellectual Property rights to the other party, and each party will respect the intellectual rights of the other party.
Work Made For Hire. Each party will retain exclusive interest in and ownership of its Intellectual Property developed before this Agreement or developed outside the scope of this Agreement once paid in full.
Original Work and No Infringement. FF shall ensure the all work product created by FF for the benefit of Customer is original work and does not infringe, misappropriate, or violate any intellectual property or other proprietary rights of any third party.
Section 15 - Mutual Non-Solicitation:
During the period starting on the date of signature of this Agreement and ending six (6) months after the termination or expiration of this Agreement, neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity: (i) induce or attempt to induce any officer, director, or employee to leave the other party; or (ii) solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of the other party.
[1] In New Mexico, vehicles used for business purposes must be registered to the company. The registration process requires documentation such as proof of insurance, a valid driver's license or ID, and proof of New Mexico residency. For commercial vehicles, additional requirements may include obtaining a US Department of Transportation number and completing specific forms like the New Mexico Apportioned Registration Application.