This Client Services Agreement ("Agreement") governs the professional relationship between Figures Advisors Inc., a Delaware corporation ("Figures Advisors," "we," "us," or "our"), and the individual or entity engaging our services ("Client," "you," or "your").
By executing an Order Form or Statement of Work referencing this Agreement, by clicking to accept these terms, or by otherwise commencing use of our services, you agree to be bound by this Agreement in its entirety. If you are accepting on behalf of a business, you represent and warrant that you have authority to bind that business to these terms.
This Agreement should be read together with any applicable Order Form, Statement of Work, or Engagement Letter that specifies the services engaged and associated fees. In the event of conflict, the specific terms in the Order Form or Statement of Work control.
1.1 Service Provider. Figures Advisors Inc. is a Delaware corporation providing CFO advisory, bookkeeping, financial operations, and tax planning services. Figures Advisors is not a licensed public accounting firm and does not provide services that would require a license to practice public accountancy in any US state. Tax compliance and preparation services, where included in an engagement, are performed by or under the supervision of licensed Enrolled Agents and/or Certified Public Accountants.
1.2 Client. The Client is the business entity, proprietor, or individual who executes an Order Form or Statement of Work, or who accesses our services pursuant to an agreed engagement.
1.3 Entire Agreement. This Agreement, together with the applicable Order Form or Statement of Work and our Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written.
2.1 Services Provided. Figures Advisors will provide the services specified in the applicable Order Form or Statement of Work, which may include any combination of the following:
2.2 Out-of-Scope Work. Services not specified in the Order Form or Statement of Work are out of scope and subject to separate agreement and fee. Examples include legal representation, securities advisory, audit services, forensic accounting, and services for entities or jurisdictions outside the scope of the engagement.
2.3 Service Standards. Figures Advisors will perform services with reasonable skill and care consistent with professional standards applicable to advisory, bookkeeping, and tax services for small businesses in the United States. All professional opinions and deliverables are based on information provided by the Client; Figures Advisors does not independently audit or verify Client-provided data.
2.4 Reliance on Client Information. The quality and accuracy of our services depend on the completeness, timeliness, and accuracy of the information you provide. Figures Advisors is not responsible for errors, omissions, or delays in deliverables attributable to incomplete, inaccurate, or late information from the Client.
3.1 Subscription Fees. Services are provided under a flat monthly subscription fee as specified in the Order Form. Fees are due on the first day of each service month unless otherwise agreed.
3.2 Invoicing. Figures Advisors will issue invoices electronically. Payment is due within fifteen (15) days of the invoice date unless otherwise specified. Accepted payment methods will be specified in the Order Form.
3.3 Late Payment. Invoices not paid within the due period are subject to a late fee of 1.5% per month (or the maximum permitted by law, whichever is less) on the outstanding balance. Figures Advisors reserves the right to suspend services for accounts that remain unpaid for more than thirty (30) days.
3.4 Fee Adjustments. Figures Advisors may adjust subscription fees with at least sixty (60) days' written notice to the Client. Fee adjustments become effective at the start of the next billing period following the notice period. If you do not agree to the adjustment, you may terminate the engagement pursuant to Section 13.
3.5 Taxes on Fees. All fees are exclusive of applicable taxes. Where Figures Advisors is required by law to collect sales tax, use tax, or similar levies on its services, such amounts will be added to the invoice.
3.6 No Refunds on Subscription Fees. Monthly subscription fees paid for the current service month are non-refundable unless Figures Advisors fails to deliver the agreed services and cannot remedy the failure within a reasonable cure period.
4.1 Information and Access. Client agrees to provide Figures Advisors with timely, accurate, and complete financial information, records, and access to accounts (e.g., bank feeds, accounting software, payroll systems) necessary to perform the services. Delays in providing required information may result in delays in deliverables without liability to Figures Advisors.
4.2 Authorized Representative. Client shall designate one or more authorized representatives with authority to provide instructions and approve deliverables on behalf of the Client entity.
4.3 Review of Deliverables. Client is responsible for reviewing all financial statements, reports, tax returns, and other deliverables provided by Figures Advisors prior to filing, submission, or distribution to third parties. Client's approval (express or implied by use) of a deliverable constitutes acceptance of its content.
4.4 Compliance with Law. Client represents and warrants that it will comply with all applicable federal, state, and local laws in connection with its business operations and its use of our services. Client shall not use Figures Advisors' services in furtherance of any unlawful purpose.
4.5 Accurate Representations. Client represents and warrants that all information provided to Figures Advisors is truthful, accurate, and complete to the best of its knowledge. Client acknowledges that Figures Advisors relies on Client-provided information and is not responsible for consequences arising from materially inaccurate or incomplete information.
5.1 Definition. "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, financial data, tax returns, business strategies, pricing, client lists, and technical information.
5.2 Obligations. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use Confidential Information only for purposes necessary to fulfill obligations under this Agreement; (c) disclose Confidential Information only to its employees, contractors, or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (d) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law.
5.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by applicable law, regulation, court order, or professional regulatory authority, provided that the receiving party gives the disclosing party prompt written notice (to the extent legally permissible) and cooperates with any efforts to seek a protective order.
5.4 Professional Duty. Figures Advisors personnel performing tax and financial services acknowledge and observe applicable professional confidentiality duties, including but not limited to IRS Circular 230 obligations applicable to Enrolled Agents and CPAs.
5.5 Survival. Confidentiality obligations under this Section survive termination or expiration of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall be protected for as long as the information qualifies as a trade secret under applicable law.
6.1 Privacy Policy. The collection, use, and protection of personal information by Figures Advisors is governed by our Privacy Policy, which is incorporated into this Agreement by reference.
6.2 Financial Data. Client financial data, including bank account details, transaction records, and tax information, is processed solely for the purpose of delivering the agreed services. Figures Advisors does not sell, rent, or otherwise commercialize Client financial data.
6.3 Third-Party Service Providers. Figures Advisors uses third-party cloud-based software platforms (including but not limited to accounting, document management, communication, and workflow automation tools) to deliver services. Client data may be processed on these platforms. Figures Advisors engages only service providers that maintain industry-standard security practices and, where required, execute appropriate data processing agreements. A list of material service providers is available upon written request.
6.4 Security Measures. Figures Advisors employs reasonable administrative, technical, and physical safeguards to protect Client data, including encrypted data transmission, access controls, and multi-factor authentication requirements. However, no system is completely immune from security vulnerabilities, and Figures Advisors cannot guarantee absolute security of data.
6.5 Gramm-Leach-Bliley Act. To the extent Figures Advisors qualifies as a "financial institution" under the Gramm-Leach-Bliley Act (GLBA), it maintains a written Information Security Program consistent with GLBA's Safeguards Rule, and takes appropriate steps to ensure service providers safeguard Client nonpublic personal information.
6.6 Breach Notification. In the event of a security incident involving unauthorized access to or disclosure of Client Confidential Information, Figures Advisors will notify the Client without undue delay and in accordance with applicable state breach notification laws.
7.1 Technology-Enabled Services. Figures Advisors uses a range of software tools, platforms, and technologies in delivering its services, including accounting software, data connectors, workflow automation systems, document processing tools, and analytical software. The use of these technologies enables Figures Advisors to deliver more efficient, accurate, and timely services to clients.
7.2 Use of Automated and Intelligent Tools. In the ordinary course of delivering advisory, bookkeeping, and tax services, Figures Advisors may employ software tools that utilize machine learning, natural language processing, pattern recognition, or other forms of computational intelligence to assist with tasks such as transaction categorization, data extraction, document review, financial analysis, and workflow management. These tools are used to support and enhance the efficiency of work performed by our professional staff.
All deliverables — including financial statements, tax returns, CFO recommendations, and advisory outputs — are reviewed, verified, and approved by qualified professionals before delivery to the Client. Automated or AI-assisted outputs are treated as inputs to professional judgment, not as final work product. Figures Advisors does not deliver AI-generated content directly to clients as professional advice without human review.
7.3 Data Processing by Technology Tools. Client data processed through technology tools remains subject to the confidentiality and data security provisions of Section 5 and Section 6 of this Agreement. Figures Advisors selects technology tools and platforms that have appropriate data handling practices, confidentiality commitments, and, where applicable, do not use client data to train generalized AI models without explicit permission. Client data is not used to train or improve third-party AI systems beyond what is necessary to deliver the agreed services.
7.4 Limitations of Technology-Assisted Analysis. While technology tools can significantly improve accuracy and efficiency, they may occasionally produce errors, misclassifications, or incomplete results. Figures Advisors' professional review process is designed to identify and correct such errors before they are incorporated into deliverables. Figures Advisors remains responsible for the quality of its final deliverables regardless of the tools used to produce them.
7.5 Updates to Tools and Platforms. Figures Advisors may update, change, or substitute the technology platforms and tools it uses from time to time, provided that such changes do not materially reduce the security, confidentiality, or quality of services delivered to the Client. Where a change involves a material new third-party processor of Client personal data, Figures Advisors will update its Privacy Policy and, if applicable, notify affected clients.
7.6 Client-Controlled Systems. Figures Advisors may be granted access to accounting software, banking platforms, or other systems owned or controlled by the Client (e.g., QuickBooks Online, Xero, Zoho Books). Figures Advisors agrees to use such access only for the purpose of delivering the agreed services and to revoke or surrender such access promptly upon termination of the engagement. Client is responsible for managing and revoking access credentials upon termination.
8.1 Client Data. All financial records, documents, and data that Client provides to Figures Advisors remain the property of the Client. Upon termination of the engagement, Figures Advisors will return or, at Client's request, destroy Client data in its possession, subject to any legal retention requirements.
8.2 Deliverables. Work product specifically created and delivered to Client under this Agreement (financial statements, tax returns, financial models) is owned by the Client upon full payment of fees. Figures Advisors retains no ongoing rights in Client-specific deliverables, other than as required to maintain records or comply with professional standards.
8.3 Figures Advisors Materials. Figures Advisors retains ownership of all methodologies, frameworks, templates, software, processes, and other intellectual property developed prior to or independently of this Agreement ("Background IP"), as well as any general improvements or developments arising from the performance of services that are not specific to the Client's business. No rights to Background IP are transferred to the Client under this Agreement.
8.4 Feedback. If Client provides suggestions, ideas, or feedback about Figures Advisors' services, Client grants Figures Advisors a non-exclusive, perpetual, royalty-free license to use such feedback for any purpose without compensation or attribution to Client.
9.1 Scope of Professional Services. The services provided under this Agreement are financial advisory, bookkeeping, and tax compliance and planning services. They do not constitute and should not be construed as legal advice, securities investment advice, insurance advice, estate planning advice, or any other professional service requiring a license not held by Figures Advisors.
9.2 Independent Professional Counsel. Client is encouraged to seek independent legal, securities, insurance, or other professional advice where matters require expertise beyond the scope of this engagement. Figures Advisors may provide general information or context in these areas as part of CFO advisory discussions, but such general information does not constitute professional advice and should not be relied upon as such.
9.3 Tax Positions and Judgments. Tax planning recommendations involve professional judgment and interpretation of tax law, which can change. Figures Advisors will exercise reasonable professional care in its tax analysis, but does not guarantee specific tax outcomes. Final responsibility for tax return accuracy rests with the Client as the taxpayer of record.
10.1 Mutual Representations. Each party represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation enforceable against it; and (c) entering into this Agreement does not violate any other agreement to which it is a party.
10.2 Service Quality. Figures Advisors warrants that it will perform services in a professional and workmanlike manner consistent with the standard of care expected of similarly situated financial advisory and bookkeeping professionals. This warranty does not guarantee specific financial results or tax savings.
10.3 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, FIGURES ADVISORS MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FIGURES ADVISORS DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION — ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Cap on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FIGURES ADVISORS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT — WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO FIGURES ADVISORS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Essential Basis. The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk, are fundamental to the basis of the bargain between the parties, and Figures Advisors would not provide services at the pricing offered without such limitations.
11.4 IRS Penalties and Third-Party Claims. Figures Advisors shall not be liable for IRS penalties, interest, or state tax assessments attributable to: (a) incorrect, incomplete, or late information provided by the Client; (b) changes in tax law after the services were performed; or (c) Client's failure to review or timely approve tax filings. Any Figures Advisors error that directly caused a penalty will be addressed through Figures Advisors' error correction process, which may include penalty abatement assistance, subject to the liability cap above.
12.1 By Client. Client agrees to indemnify, defend, and hold harmless Figures Advisors and its officers, directors, employees, agents, and successors from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of this Agreement; (b) any inaccuracy or misrepresentation in information provided by Client; (c) Client's violation of any applicable law; or (d) any third-party claim arising from Client's financial operations or tax positions to the extent attributable to Client's conduct.
12.2 By Figures Advisors. Figures Advisors agrees to indemnify, defend, and hold harmless Client from and against any claims arising out of Figures Advisors' gross negligence, willful misconduct, or material breach of this Agreement.
13.1 Term. This Agreement commences on the date Client executes an Order Form or otherwise accepts these terms and continues on a month-to-month basis unless the parties agree to a fixed term in the Order Form.
13.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days' written notice to the other party. Termination takes effect at the end of the notice period. Fees for services rendered through the effective termination date remain payable.
13.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within fifteen (15) days of receiving written notice describing the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings; or (c) engages in illegal, fraudulent, or unethical conduct materially affecting the engagement.
13.4 Effect of Termination. Upon termination: (a) all outstanding fees become immediately due and payable; (b) each party will promptly return or destroy the other party's Confidential Information (subject to legal retention requirements); (c) Figures Advisors will provide Client with reasonable transition assistance, including export of Client financial data in a standard format, for a period of up to 30 days; and (d) provisions that by their nature should survive termination — including Sections 5, 6, 8, 9, 10, 11, 12, 14, and 15 — will survive.
14.1 Informal Resolution. In the event of a dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by providing written notice to the other party describing the dispute in reasonable detail. The parties will have thirty (30) days to resolve the dispute informally before either party may pursue formal remedies.
14.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
14.3 Jurisdiction. If informal resolution is unsuccessful, the parties agree to submit any disputes to the exclusive jurisdiction of the state and federal courts located in Delaware. Each party consents to personal jurisdiction and venue in such courts.
14.4 Attorneys' Fees. In any dispute arising from or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, subject to applicable law.
15.1 Independent Contractor. Figures Advisors is an independent contractor. Nothing in this Agreement creates or implies an employment, joint venture, partnership, franchise, or agency relationship between the parties. Figures Advisors personnel are not employees of Client and are not entitled to Client employee benefits.
15.2 Subcontractors. Figures Advisors may engage qualified subcontractors, including licensed CPAs and Enrolled Agents, to assist in delivering services. Figures Advisors remains responsible for the performance of any such subcontractors and for ensuring they are bound by confidentiality and data security obligations consistent with this Agreement.
15.3 Assignment. Client may not assign this Agreement or any rights hereunder without Figures Advisors' prior written consent. Figures Advisors may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by this Agreement. Any attempted assignment in violation of this Section is void.
15.4 Notices. Notices under this Agreement shall be in writing and delivered by email to the addresses specified in the Order Form, with confirmation of receipt. Notices to Figures Advisors should be sent to ketan@figuresglobal.com.
15.5 Force Majeure. Neither party will be in breach of this Agreement for any delay or failure in performance caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, government actions, public health emergencies, or internet infrastructure failures. The affected party will provide prompt notice and use reasonable efforts to mitigate the impact.
15.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The parties will use commercially reasonable efforts to replace the invalid provision with a valid provision that most closely achieves the original intent.
15.7 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver of a breach of any provision of this Agreement will be construed as a waiver of any subsequent breach or of the provision itself.
15.8 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (including email acceptance and click-through acceptance) shall be as legally binding as handwritten signatures.
15.9 Amendments. Figures Advisors may update these terms from time to time by posting a revised version to this page. For active clients, material changes will be communicated by email at least thirty (30) days before taking effect. Continued use of services after the effective date of changes constitutes acceptance.
Questions about this Agreement? Contact us at ketan@figuresglobal.com. We're happy to walk you through it before you engage.