Effective Date: June 1, 2026
These Terms of Service (“Terms”) constitute a legally binding agreement made between Back Office Services (“we,” “our,” or “us”) and the entity or individual accessing or using our services (“Client,” “you,” or “your”).
By signing a Service Agreement, executing a Statement of Work (SOW), or accessing our website and back-office services (including IT, accounting, human resources, and operational support), you agree to be bound by these Terms. If you do not agree to all of these Terms, you are expressly prohibited from using our services.
1. Scope of Services
1.1 Services Provided: We provide professional back-office infrastructure services as detailed in individual Statements of Work, proposals, or service agreements executed between us and the Client.
1.2 Independent Contractor Status: We perform all services as an independent contractor. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between our firm and the Client or the Client’s personnel.
2. Client Obligations and Data Accuracy
2.1 Cooperation: To perform our services effectively, you agree to provide timely, accurate, and complete data, access credentials, and documentation (including financial records, payroll logs, and system access where applicable).
2.2 Reliance on Information: We rely entirely on the information provided by the Client without independent verification. We are not liable for any errors, penalties, tax discrepancies, or operational failures resulting from inaccurate, incomplete, or delayed data provided by the Client.
2.3 Compliance with Laws: Client represents and warrants that its operations, employment practices, and financial activities comply with all applicable local, state, and federal laws within the United States.
3. Fees, Invoicing, and Payment Terms
3.1 Pricing: Fees for our services will be set forth in your specific Service Agreement or SOW.
3.2 Billing Cycle: Unless otherwise agreed, services are billed on a recurring basis (e.g., monthly). Payments are processed securely via our designated third-party payment gateways.
3.3 Late Payments: Failure to clear invoices within [e.g., 5 or 10] business days of the due date may result in the immediate suspension of all back-office, IT, and operational services until the account is brought current. We reserve the right to charge interest on late balances at a rate of 1.5% per month or the maximum allowable by US law.
3.4 Taxes: Client is responsible for all applicable sales, use, or value-added taxes associated with the purchase of the services, excluding taxes based on our net income.
4. Intellectual Property Rights
4.1 Our Property: We retain all rights, title, and interest in our proprietary workflows, software scripts, templates, methodologies, website content, and digital infrastructure used to deliver the services.
4.2 Client Property: The Client retains all rights, title, and interest in all data, proprietary business files, and materials provided to us for processing. Client grants us a limited, non-exclusive license to use, host, and process this data solely to perform our obligations under these Terms.
5. Confidentiality
5.1 Confidential Information: Each party agrees to maintain the strict confidentiality of all non-public, proprietary commercial, financial, and technical information disclosed by the other party during the term of service.
5.2 Exceptions: Confidential information does not include information that is publicly known, already in the receiving party’s possession without restriction, or required to be disclosed by law or court order.
6. Limitation of Liability
6.1 Disclaimer of Warranties: Our services are provided on an “as-is” and “as-available” basis. To the maximum extent permitted by US law, we disclaim all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
6.2 Indirect Damages: In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business interruption, arising out of or in connection with these Terms.
6.3 Liability Cap: Our maximum aggregate liability for any claims arising out of or relating to these Terms or the services provided shall not exceed the total amount actually paid by the Client to us during the [e.g., three (3)] months immediately preceding the event giving rise to the liability.
7. Indemnification
Client agrees to defend, indemnify, and hold harmless Back Office Services, its affiliates, officers, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or in any way connected to:
- Client’s breach of these Terms.
- Client’s violation of any state or federal employment, tax, or data privacy regulations.
- Any fraudulent or illegal activity conducted via the Client’s business entities.
8. Term and Termination
8.1 Duration: These Terms remain in effect as long as you maintain an active service account or until terminated by either party.
8.2 Termination for Convenience: Either party may terminate the service relationship by providing [e.g., 30 days] written notice to the other party, subject to the settlement of all outstanding invoices.
8.3 Termination for Cause: We reserve the right to terminate this agreement immediately and without notice if the Client engages in illegal activities, fails to pay outstanding balances, or materially breaches these Terms.
9. Governing Law and Jurisdiction
These Terms and any disputes arising out of them shall be governed by and construed in accordance with the laws of the State of [Insert US State, e.g., Delaware/Wyoming], without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in [Insert County/City, State].
10. Severability and Entire Agreement
If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. These Terms, along with your executed SOW/Service Agreement, constitute the entire agreement between you and us regarding our services.
11. Contact Information
For any questions, legal notices, or clarifications regarding these Terms, please contact us at:
- Company Name: Back Office Services
- Attn: Legal & Compliance Dept.
- Email: info@backofficeservices.co
- Mailing Address: