CPA 360 Service Engagement Agreement
Dear Client,
This letter confirms the agreement between the client identified in the accompanying service engagement form or signature block (“Client”) and CPA 360, LLC for the PracticeERP Software Support described below.
Services to Be Provided
CPA360, LLC (“CPA360”) has agreed to provide Client software support for the following business application developed and owned by PracticeERP LLC, a goVirtualOffice (“GVO”) company (“PracticeERP LLC”). References in this letter and Addendum A to “PracticeERP” mean the PracticeERP software application; references to “PracticeERP LLC” mean the entity.
This letter confirms our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide.
Our services will be limited to providing PracticeERP Software Support as outlined in Addendum A, but it will be your responsibility to make the applications operate properly for your business needs. We make no representations or warranties about the suitability of the designated business applications for your particular purpose. By signing below, you acknowledge your agreement that under no circumstances will we be responsible or liable for costs to your business, planned or unplanned, resulting from the designated business applications and any reports generated by these applications.
“Software Support” for these services is defined in Addendum A but shall not include legal advice or advice regarding the needs of Client’s own clients.
You also agree our services are not provided for the purpose of, and cannot be relied upon, to disclose significant deficiencies in the design or operation of your system of internal control structure. Therefore, you agree not to rely on our support services to discover or disclose errors or noncompliance with laws and regulations, including fraud or defalcations, affecting your business applications or the business information generated by them.
Electronic Access
By your signature below, you acknowledge and agree that you maintain sole responsibility for the appropriateness of your company’s security measures related to all end users, including remote access users and all employees.
PracticeERP Software Solution support services may occasionally require our firm to have its own password and User ID (login account). Client shall set up a login account to provide CPA360 authorization to access the designated business accounts for purposes of providing software support. Client will be responsible for its own system of internal controls to ensure that CPA360 will have only the necessary access to those applications requested by Client. CPA360 shall use its access to Client’s designated business accounts for the sole purpose of providing Client with the PracticeERP Software Support. Client agrees to designate no more than four (4) individuals as the authorized person(s) to contact CPA360 regarding support services, login information, set-up, and troubleshooting. All initial login passwords will be created by Client and transmitted to CPA360’s designated representative by secure email, and passwords shall be changed by CPA360 upon receipt. Client agrees to notify CPA360 in writing via email at PracticeERP@mbecpa.com when a login account is to be terminated. Client hereby agrees such notification to CPA360 will also serve as confirmation of access termination.
Other
Because of the importance of oral and written management representations to the effective performance of our services, Client releases and indemnifies our firm and its personnel from any and all claims, liabilities, costs, and expenses attributable to any misrepresentation by management and its representatives.
In connection with this engagement, we may communicate with you or others via email transmission. We take reasonable measures to secure your confidential information in our email transmissions. However, as emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure or communication of email transmissions, or for the unauthorized use or failed delivery of email transmissions, including but not limited to anticipated profits, or disclosure or communication of confidential information.
We may from time to time, and depending on the circumstances and nature of the services we are providing, share your confidential information with third-party service providers, some of whom may be cloud-based, but we maintain internal policies, procedures, and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality terms with all service providers to maintain the confidentiality of your information and will take reasonable precautions to determine that they have the appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In the event we are unable to secure appropriate confidentiality terms with a third-party service provider, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Although we will use our best efforts to make the sharing of your information with such third parties secure from unauthorized access, no completely secure system for electronic data transfer exists. As such, by your signature below, you understand that CPA360 makes no warranty, expressed or implied, on the security of electronic data transfers.
During the course of this engagement, we acknowledge that we will have access to your proprietary information, including, without limitation, oral and written information and material concerning or pertaining to the company’s trade secrets, business methods, plans, and/or projects. We acknowledge that such information, regardless of its form, is confidential and proprietary to the client. Subject to the terms of this agreement concerning email and third-party service providers, we shall not use, copy, or disclose the information in whole or in part in any manner or to any person or entity without the express prior written consent of a duly authorized officer of the company. We shall use such information for the sole purpose of performing the PracticeERP Software Support on behalf of the client.
It is our policy to keep records related to this engagement for seven (7) years. However, CPA360 does not keep any original client records, so we will return those to you at the completion of the services rendered under this engagement. It is your responsibility to retain and protect your records (which includes any work product we provide to you as well as any records that we return) for possible future use, including potential examination by government or regulatory agencies. CPA360 does not accept responsibility for hosting client information; therefore, you have the sole responsibility for ensuring you retain and maintain in your possession all your financial and non-financial information, data, and records.
By your signature below, you acknowledge and agree that upon the expiration of the 7-year period, CPA360 shall be free to destroy our records related to this agreement.
Fees
Our fees for these services will be 10% of the total NetSuite & PracticeERP licensing price before any discounts. CPA360 will bill you quarterly beginning the month following the completion of implementation. Billings will occur every quarter, with a review at the end of each quarter to account for any additional licenses purchased, which will then be billed with the next quarter’s invoice. If account payments are not paid within ten (10) days after a notification of overdue payment from us, CPA360 reserves the right to request an additional retainer including the unpaid balance on your account. Additionally, in the event the quarterly bills are not paid on a timely basis, we reserve the right to stop all work until your account is brought current. We further reserve the right to withdraw from this engagement if payments are not timely made. Client acknowledges and agrees that we are not required to continue work in the event of Client’s failure to pay on a timely basis for services rendered as required by this engagement letter. Client further acknowledges and agrees that in the event we stop work or withdraw from this engagement as a result of Client’s failure to pay on a timely basis for services rendered as required by this engagement letter, we shall not be liable to Client for any damages that occur as a result of our ceasing to render services.
In addition, in the event our firm or any of its employees or agents is called as a witness or requested to provide any information, whether oral, written, or electronic, in any judicial, quasi-judicial, or administrative hearing or trial regarding information or communications that you have provided to this firm, or any documents and workpapers prepared by CPA360 in accordance with the terms of this agreement, you agree to pay any and all reasonable expenses, including fees and costs for our time at the rates then in effect, as well as any legal or other fees that we incur as a result of such appearance or production of documents.
You agree that payments due under this engagement letter shall be made through Automated Clearing House (ACH) transfers from your designated payment account directly to CPA360. You agree to execute and deliver to us an executed ACH authorization agreement authorizing us to initiate ACH transfers for all amounts required or permitted under this Engagement Letter.
Included Service Hours
As part of your subscription, Client will receive a monthly allocation of included service hours (“Included Hours”) based on the total number of licensed PracticeERP users, as follows:
Use of Included Hours: Included Hours may be applied, at the direction of an Authorized Contact, toward either: (a) Support Services as described in Addendum A; or (b) PracticeERP LLC and GVO resources for product enhancements, including Enhancement Requests as defined in Addendum A. Notwithstanding anything to the contrary in Addendum A, Enhancement Requests may be fulfilled through Included Hours as described in this section.
Measurement: Time applied against Included Hours, and any time billed under this letter, is recorded and billed in three (3) minute increments (0.05 hours). Included Hours are allocated monthly, do not roll over to subsequent months, and have no cash value.
Billing Discretion: Notwithstanding the foregoing, CPA360 may, in its sole discretion, elect not to bill or deduct Included Hours for minor support activities, administrative tasks, courtesy communications, or other incidental services. Any decision not to charge for such activities shall not create an obligation or precedent for CPA360 to waive charges for similar services in the future.
Authorization: Only Client's Authorized Contacts (as defined in Addendum A) may direct the application of Included Hours or approve work billable at the overage rate. CPA360 is entitled to rely on the direction or approval of any Authorized Contact, and requests received from individuals other than an Authorized Contact will not be actioned until confirmed by an Authorized Contact.
Exhaustion of Included Hours; Continued Support: If Client's Included Hours are exhausted in a given month, Client will continue to receive Support Services: support tickets will continue to be received, triaged, and worked in accordance with Addendum A, and time incurred following exhaustion will be billed at the applicable hourly rate set forth below, in three (3) minute increments.
Overage Approval: CPA360 will notify an Authorized Contact when Client's Included Hours for the month have been, or are reasonably expected to be, exhausted. Except as provided in this paragraph, CPA360 will obtain approval (email being sufficient) from an Authorized Contact before performing work billable at the overage rate. For Priority Level 1 (Critical) Incidents, CPA360 may continue work without prior approval in order to restore Client's operations and will notify an Authorized Contact as soon as reasonably practicable; such time is billable at the applicable hourly rate. Hours in excess of the monthly allocation will be billed at CPA360's standard overage rate of $240 per hour, invoiced quarterly in accordance with the Fees section above.
Enhancement Estimates: Prior to commencing enhancement work to be fulfilled through Included Hours, CPA360 will use commercially reasonable efforts to provide Client with a good-faith estimate of the hours required. If the estimate exceeds Client's remaining Included Hours for the applicable month, CPA360 will not commence the work unless an Authorized Contact either (i) approves the excess hours at the overage rate above, or (ii) elects to have the work proposed, scoped, and billed separately as a stand-alone project under a separate engagement. Estimates are good-faith projections and not fixed-fee commitments; CPA360 will notify an Authorized Contact if actual hours are expected to materially exceed the estimate.
Quarterly True-Up: Client's user count will be reviewed quarterly in conjunction with the license review described in the Fees section above, and the Included Hours allocation will be adjusted for the following quarter to reflect any change in licensed users.
Enhancement Work: Enhancement work performed using Included Hours remains subject to PracticeERP LLC's and GVO's availability and standard development practices, and CPA360 makes no representation as to delivery timelines for enhancement work.
Mutual Non-Solicitation
CPA360, MBE CPAs, LLP and each of their owners, subsidiaries, agents, and affiliates (collectively for this provision, “CPA360”) and Client understand and agree that their relationship is strictly that of vendor (CPA360) and customer (Client). During the time that Client is using or has access to the PracticeERP Software, and for a period of eighteen (18) months thereafter, neither CPA360 nor Client will directly or indirectly solicit, offer a position of employment to, hire, or otherwise employ any individual who was employed by the other at any time that Client had use of or access to the PracticeERP Software.
Choice of Law, Jurisdiction and Venue
This agreement shall be construed and enforced pursuant to the law of the State of Wisconsin. The venue for any dispute arising from this agreement shall be solely located in Sauk County, Wisconsin.
Alternative Dispute Resolution
If any dispute arises among the parties hereto, the parties agree to first try in good faith to settle the dispute by mediation, with the exception of fee disputes, administered by the American Arbitration Association under its applicable rules for resolving professional accounting and related services disputes before resorting to litigation. The costs of any mediation proceeding shall be shared equally by all parties. Under all circumstances, the mediator must follow the laws of Wisconsin. Client and Firm both agree that any dispute over fees charged by the Firm to the Client will be submitted for resolution by arbitration in accordance with the applicable rules for resolving professional accounting and related services disputes to the American Arbitration Association, except that under all circumstances the arbitrator must follow the laws of Wisconsin. Such arbitration shall be binding and final. IN AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT IN THE EVENT OF A DISPUTE OVER FEES CHARGED BY THE ACCOUNTANT, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION. The prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the arbitration of the dispute in an amount to be determined by the arbitrator.
Limitation of Liability
In recognition of the relative risks and benefits of this agreement to both the client and CPA360, the client and CPA360 have discussed and have agreed on the fair allocation of risk between them. As such, the client agrees, to the fullest extent permitted by law, to limit the liability of CPA360 to the client for any and all claims, losses, costs, and damages of any nature whatsoever, so that the total aggregate liability of CPA360 to the client shall not exceed two times the fees paid during the immediately preceding twelve (12) months under this agreement. The client and CPA360 intend and agree that this limitation shall apply to any and all liability or causes of action against CPA360, however alleged or arising, unless otherwise prohibited by law.
Conclusion
This letter and Addendum A set forth the entire agreement relating to our services. Any prior agreements, discussions, or understandings are superseded by this letter. No amendment or modification of this agreement shall be valid unless agreed upon in writing and signed by both parties to this agreement.
Sincerely,
CPA360, LLC
Addendum A — Support Services Terms
Subject to your procurement of Support Services (as defined herein), these Support Services terms (the “Support Terms”) describe CPA360’s provision of Support Services to Client pursuant to the terms of the Agreement and the terms hereof, in accordance with the level of Support Services that you have procured or to which you are otherwise entitled.
1. Definitions
In these Support Terms, capitalized terms not defined herein shall have the definition given such term in the Agreement:
“Agreement” means the applicable agreement(s) that provide you with access to services.
“Authorized Contacts” means the named Client’s employees or authorized agents who: (i) have sufficient technical expertise, training, and/or experience with PracticeERP to perform the Client’s obligations under these Support Terms; (ii) are responsible for all communications with CPA360 regarding these Support Terms, including case submission and incident reports; and (iii) are authorized by Client to request and receive Support Services for PracticeERP on behalf of the Client.
“Business Days” are Monday to Friday during Normal Support Hours, excluding CPA360 company holidays.
“Enhancement Request” means a request by Client to add functionality or enhance performance beyond the specifications of PracticeERP. These are not included as part of Support Services, except to the extent fulfilled through Client’s Included Hours as described in the Included Service Hours section of this letter.
“Incident” means a single support question or reproducible failure of PracticeERP to substantially conform to the functions and/or specifications as described in the User Guides.
“Included Hours” means the monthly allocation of service hours described in the Included Service Hours section of the engagement letter, measured and billed in three (3) minute increments.
“Normal Support Hours” means 8:00 am – 5:00 pm, Monday – Friday, CST.
“Response Time” means the targeted time period within which CPA360 will use reasonable efforts to contact Client to acknowledge receipt of a Support Ticket and to engage an appropriately skilled support resource, commencing from the time that CPA360 receives all required information as specified in Section 3.2. Response Times are measured during Normal Support Hours.
“Priority Level” means the Priority Levels 1–4 as defined below:
“Priority Level 1 (Critical)” or “P1” means an Incident where Client’s use of PracticeERP is stopped or so severely impacted that the Client cannot reasonably continue business operations. It may result in a material and immediate interruption of Client’s business operations that will cause a loss of Client data and/or restrict availability to such data and/or cause significant financial impact.
“Priority Level 2 (Significant)” or “P2” means an Incident where one or more important functions of PracticeERP are unavailable with no acceptable alternative solution. Client’s implementation or production use of PracticeERP is continuing but not stopped; however, there is a serious impact on the Client’s business operations.
“Priority Level 3 (Less Significant)” or “P3” means an Incident where: (a) important PracticeERP features are unavailable, but an alternative solution is available, or; (b) less significant PracticeERP features are unavailable with no reasonable alternative solution, and Client experiences a minor loss of business operation functionality and/or an impact on implementation resources; or (c) Client poses questions regarding basic functionality of PracticeERP.
“Priority Level 4 (Minimal)” or “P4” means an Incident that has minimal impact on business operations or basic functionality of PracticeERP.
“Support Services” means the support services for PracticeERP provided by CPA360 under the terms set forth herein and as further defined in the Agreement, but does not include Enhancement Requests. Support Services are provided in the English language. Support means any support relating to calls from Client’s end users or affiliates or general resolution of user errors.
2. Scope of the Support Terms
CPA360 shall not have any obligation to provide Support Services with respect to any: (a) adaptations, (b) configurations, or (c) modifications of PracticeERP made by the Client or any third party.
CPA360 may offer Professional Services or Advanced Client Services to help resolve issues that fall outside the scope of Support Services. Any engagement of Professional Services or Advanced Client Services shall be provided under a separate engagement letter and shall be subject to CPA360’s then-current consulting fees and terms.
The foregoing does not limit Client's ability to apply available Included Hours toward product enhancement work as described in the Included Service Hours section of the engagement letter.
3. Incident Reporting and Response Times
3.1 Authorized Contacts. All reports of Incidents must be made to CPA360 by the Authorized Contact(s). The primary method for a Client to report an Incident is via the PracticeERP Support Software. The foregoing notwithstanding, Clients procuring support may notify CPA360 via telephone or email if Client’s access to the PracticeERP Support Software is unavailable. The Client may substitute Authorized Contact(s) from time to time by giving CPA360 prior written notice, including the relevant contact information for any new Authorized Contact. Permitted number of Authorized Contacts: Support (4).
3.2 Required Information. All Incident reports must, if applicable, include the following:
•The Client’s Live Agent Support Solution registration information (access to be provided by CPA360 upon execution of this Agreement).
•A reproducible test case that demonstrates the specific usage that causes the Incident being reported.
•Exact wording of all related error messages.
•A full description of the Incident and expected results.
•Any special circumstances surrounding the discovery of the Incident.
•For P1 Incidents, provide an additional point of contact. CPA360 may share such information and other information with its contractors, vendors, and/or third-party application providers to support CPA360’s provision of the Support Services described herein.
3.3 Priority Levels. CPA360 will work with the Client and will assign the appropriate severity level to all Incidents according to the Priority Level definitions. Priority Levels are assigned to allow prioritization of incoming Incidents. CPA360 may reclassify Incidents based on the current impact on PracticeERP and business operations as described in the Priority Level definitions. In the event CPA360 determines that an Incident is instead an Enhancement Request, it shall not be addressed as an Incident under these Support Terms, but may be fulfilled through Client's available Included Hours as described in the Included Service Hours section of the engagement letter.
3.4 CPA360 Obligations. CPA360 will make Support Services access available during Normal Support Hours for the Client to report Incidents and receive assistance. On receipt of an Incident report, CPA360 shall establish whether there is an Incident for which the Client is entitled to Support Services under these Support Terms and, if so, shall:
•Confirm receipt of the Incident report and notify Client of the Incident case number, which both parties must then use in any communications about the Incident.
•Work with the Client to set a severity level for the Incident based on the criteria set forth herein.
•Analyze the Incident and verify the existence of the problem.
•Give the Client direction and assistance in resolving the Incident pursuant to the terms described herein.
3.5 Response Time Goals. (These are not guaranteed resolution times.) CPA360 strives to meet the following response time targets during regular Business Days based on the Priority Level of the issue:
•Priority 1: Response within 1–3 hours
•Priority 2: Response within 2–4 hours
•Priority 3: Response within 4–6 hours
•Priority 4: Response within 24 hours
These targets are desired and represent our commitment to prompt service. However, they are not guaranteed resolution times and are subject to reasonable limitations, including but not limited to factors beyond CPA360’s control. CPA360 is committed to delivering high-quality service and will make every reasonable effort to meet these response targets.
The following actions are defined as “responses”:
•You will receive an automatic response from the Service Ticket Provider software indicating your issue has been received; and
•You will receive additional communication (either with the ticketing software or an email from an agent) indicating we are working on your issue.
In the event your issue needs to be escalated to the development team, you will receive updates. (When a ticket is escalated, it is sent to the appropriate party for either question(s) or a request for assistance on the PracticeERP product.) Note: Please remember that responses do not indicate a closed ticket, as tickets are closed when a resolution is completed.
3.6 Client’s Obligations. CPA360’s obligation to provide Support Services under these Support Terms is conditioned upon the Client: (a) paying all applicable fees for Support Services prior to the date the Incident is reported; (b) having valid access to the PracticeERP Solution; (c) providing CPA360 with all reasonable assistance and data, information, and materials that are reasonably necessary; (d) procuring, installing, and maintaining all equipment, telephone lines, communication interfaces, and other hardware and software necessary to access the PracticeERP Solution; (e) providing appropriate contact information for all Authorized Contact(s); (f) utilizing the PracticeERP knowledge base for self-help research of known solutions; and (g) utilizing the PracticeERP Support Software to log all Incident cases.
For the duration of the initial term and any elected renewal term(s) during which Client has purchased Support Services, Client shall purchase and maintain the same level of Support Services for all users of PracticeERP (including without limitation any incremental licenses subsequently purchased by Client). For clarity, Client may not elect to purchase or renew Support Services for only a selection of its Service or of its users who can access the Service.
4. Exclusions from Support Services
CPA360 will not be required to correct any Incident caused by: (i) integration of any feature, program, or device to PracticeERP or any part thereof; (ii) any non-conformance caused by unauthorized misuse, alteration, modification, or enhancement of PracticeERP; or (iii) use of PracticeERP that is not in compliance with the Agreement.
Support Services also exclude anything that would be defined as a larger project that should be proposed, managed, and executed separately, including Enhancement Requests exceeding Client's available Included Hours as reasonably determined by CPA360 after consultation with Client.
5. NetSuite
Client acknowledges and agrees that: (a) the PracticeERP Solution operates on the third-party Oracle NetSuite® platform; (b) the Oracle NetSuite® platform is owned and operated by NetSuite Inc.; and (c) CPA360 does not warranty Oracle NetSuite software, and issues may arise that are at the core of Oracle NetSuite and not deemed part of the PracticeERP Solution.
