Last updated: February 10, 2024
Overview
Welcome to www.billingclerks.com. By accessing or using this website, you agree to comply with the terms of use outlined in this agreement. These terms represent a legal agreement between you and Billing Clerks. If you do not agree with these terms, please refrain from using our website. Your continued use signifies your acceptance of the terms and compliance with applicable laws and regulations.
We reserve the right to modify these terms of use at any time without prior notice. Any updates will be posted on this page, and by continuing to use the site after changes are made, you accept the modified terms.
General Terms
This website and its content are protected by copyright. Without written consent from Billing Clerks, no portion of this site’s content may be reproduced, distributed, or republished. We grant you a limited, non-transferable, non-exclusive right to display the website’s content on your computer for personal, non-commercial use. You may not modify the content, and all proprietary notices and copyright information must remain intact.
Services
The services provided by Billing Clerks consist of cloud-based financial tools and services, which may include:
(i) Bookkeeping, Accounting Data Storage, and Processing Services
(ii) Financial Information Storage and Reporting
(iii) Tax Preparation and Support Services, which may be provided by a third-party tax preparer (“Tax Services”)
(iv) Communication Services to facilitate the transfer of information between Customers and third-party service providers, based on Customer instructions.
Customers may choose the specific services they wish to procure through the Billing Clerks platform or account.
Billing Clerks agrees to provide the selected services for the term of this agreement, subject to the payment of applicable fees and compliance with the terms outlined herein. As part of these services, Billing Clerks grants the Customer a limited, non-exclusive, non-transferable right to access and use the services, according to the terms of this agreement.
Customers acknowledge that these services are cloud-based and hosted, and no copies of the services or Billing Clerks’ systems will be delivered to them, except for access to the available application, subject to the End User License Agreement (EULA). Services are intended solely for the Customer’s internal use, and Billing Clerks does not transfer any ownership rights to the Customer. Customer’s right to use the services will terminate if this agreement or the supply of services is terminated.
Financial Transactions
Billing Clerks will not perform any financial transactions on behalf of Customers. However, the Customer may use the platform to communicate instructions to third-party service providers, who may conduct financial transactions based on those instructions. Billing Clerks is not responsible for any financial transactions or their outcomes performed by third parties.
Errors
If any errors occur in the provision or use of the services, the Customer must immediately notify Billing Clerks. While Billing Clerks will make commercially reasonable efforts to investigate and address errors, there is no guarantee of resolution. Customers must provide all necessary information to assist in investigating errors, especially in relation to financial transactions, some of which may be irreversible (e.g., wire transfers). Therefore, Customers are advised to exercise extreme caution when issuing instructions to third-party service providers.
Tax Services
Tax services will only be provided after the Customer has completed a valid Taxpayer Disclosure Authorization, consenting to the disclosure of certain tax information for the duration of the tax services. Billing Clerks will not initiate tax services until this authorization is executed and provided.
Customers acknowledge that Billing Clerks may employ third-party tax preparers to handle tax filings. Any disputes arising from tax filings must be addressed directly with the third-party preparer, and Billing Clerks assumes no liability for any errors or issues related to tax filings.
Disclaimer
www.billingclerks.com may contain inaccuracies or typographical errors. We do not guarantee that all content is complete, accurate, or current. Billing Clerks reserves the right to correct errors and make changes to the website at any time without prior notice.
Please note that Billing Clerks operates as an offshore firm. All service-related documentation and submissions must comply with local regulations. It is the user’s responsibility to consult a qualified professional to ensure compliance with local laws.
Privacy Policy
By using this website, you acknowledge that you have read and agree to the terms of our Privacy Policy and consent to the data collection practices outlined therein.
Fees
Access to the services provided by Billing Clerks may require the payment of fees, as detailed on the website at www.billingclerks.com/pricing, or as otherwise communicated through the site, app, or your account. All fees are quoted in U.S. dollars and are non-refundable unless otherwise stated. Billing Clerks reserves the right to modify fees by posting updated pricing on the site, app, or in your account. Any changes will take effect within thirty (30) days unless accepted by the customer earlier or if the customer does not close their account within that period.
Payment
Customers authorize Billing Clerks to collect payment for fees via credit card, debit card, or other approved payment methods. By providing payment information, the customer grants Billing Clerks permission to charge all applicable fees, including taxes, to the selected payment method. For credit card payments, Billing Clerks may seek pre-authorization to verify the card’s validity and available funds before completing a transaction.
The services may offer features for activating, updating, or canceling recurring payments for periodic fees. If recurring payments are activated, Billing Clerks is authorized to charge all accrued amounts on or before the due date for each billing cycle until the term expires or the agreement is terminated. To avoid being charged for the next billing cycle, customers must provide Billing Clerks with written notice of their decision not to renew before the term expires. For instance, if the customer is on a one-year term with 12 monthly payments, they will be responsible for the full term unless written notice is provided before renewal.
Updates or cancellations of recurring or one-time payments may take up to 10 business days to process. Billing Clerks reserves the right to suspend services or terminate the agreement for late payments or unpaid balances. Additionally, accounts with delinquent payments may be referred to a collections agency after final notice is given.
All fees quoted exclude applicable taxes. The customer agrees to pay all taxes, duties, tariffs, and similar charges related to the services provided, excluding taxes based on Billing Clerks’ net income.
ACH Consent
Customers may opt to settle payments via ACH or wire transfer for services rendered by Billing Clerks. By choosing this payment method, customers authorize Billing Clerks and its affiliates to initiate debit and credit entries from their bank account, which must be valid and adequately funded to cover these transactions. This authorization remains in effect until Billing Clerks receives written notice of its revocation.
If incorrect information is provided regarding the ABA Routing Number or Account Number, and funds are misdirected, Billing Clerks will assist in recovering the funds where possible but will not be liable for the restitution of such amounts. Any assistance provided will be billed at the company’s current hourly rate. The origination of ACH transactions must comply with U.S. law.
Confidential Information
Each party acknowledges that during the course of negotiating and performing under this Agreement, it may disclose or receive Confidential Information from the other party. All such Confidential Information remains the exclusive property of the disclosing party (or a relevant third party) and the receiving party gains no rights or ownership over it, except as expressly stated in this Agreement. Both parties agree to protect the Confidential Information with the same level of care as they would their own most sensitive information.
Confidential Information may only be shared with employees or agents who need access to perform services under this Agreement. Except as otherwise specified in this Agreement, neither party may disclose the Confidential Information of the other party to any third party without prior written consent from the disclosing party. The obligation to maintain confidentiality will continue even after the termination of this Agreement.
For clarity, Customer Data will be considered Customer Confidential Information, and Billing Clerks Data will be treated as Billing Clerks Confidential Information.
Governing Law and Arbitration
PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS HOW CUSTOMER MAY SEEK RELIEF AND REQUIRES DISPUTES WITH BILLING CLERKS TO BE ARBITRATED. If Customer has a dispute with Billing Clerks, we will first attempt to resolve the matter through our support team.
Any disputes arising out of or related to this Agreement will be submitted to binding arbitration in Wilmington, Delaware, USA, according to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and the procedures outlined below.
Arbitration
If a dispute cannot be resolved through the internal issue resolution process, it will be referred to final and binding arbitration. Arbitration will take place in Wilmington, Delaware, USA, and the laws governing this Agreement will apply. A single arbitrator, who is a practicing commercial lawyer, will conduct the arbitration in English under the AAA’s Commercial Arbitration Rules in effect at the time. The arbitrator’s decision will be final and binding, and judgment on the award can be entered in any court with the appropriate jurisdiction. The arbitrator will be bound by the warranties, limitations of liability, and other terms of this Agreement. Either party may seek injunctive relief from a court of competent jurisdiction to protect its rights pending the arbitration outcome.
Jurisdiction and Governing Law
For Customers located in the U.S., this Agreement will be governed by and interpreted under the laws of the State of Delaware, excluding its choice of law principles. Any legal actions to enforce the provisions of this Agreement or any claims arising from the Agreement or the business relationship between the parties must be brought in federal or state courts in Wilmington, Delaware, USA. Subject to the arbitration clause above, the parties agree that such courts have exclusive jurisdiction and venue, and each party submits to the exclusive personal jurisdiction of these courts.
NOTICE: BOTH CUSTOMER AND BILLING CLERKS AGREE THAT ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE DECIDED THROUGH NEUTRAL BINDING ARBITRATION, GIVING UP ANY RIGHT TO LITIGATE SUCH MATTERS IN COURT OR BEFORE A JURY. BY AGREEING TO THIS SECTION, BOTH CUSTOMER AND BILLING CLERKS WAIVE THEIR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. IF EITHER PARTY REFUSES TO SUBMIT TO ARBITRATION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER APPLICABLE FEDERAL OR STATE LAWS. BOTH PARTIES CONFIRM THAT THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
Indemnity
You agree to indemnify and hold Billing Clerks, its affiliates, and subsidiaries harmless from any claims, damages, or losses resulting from your use of this website, including but not limited to any violation of these terms.
No Warranties
This website and all information provided on it are made available without any warranty, either express or implied. Billing Clerks disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Additionally, we do not warrant that this website will be free from viruses or other harmful components.
If your jurisdiction does not allow the exclusion of implied warranties, the above limitations may not apply to you.
Limitation of Liability
IN NO EVENT WILL BILLING CLERKS, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, LICENSORS, OR THIRD-PARTY PROVIDERS BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT THAT EXCEED THE FEES PAID BY CUSTOMER FOR THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. FURTHERMORE, BILLING CLERKS’ SUPPLIERS OR THIRD-PARTY PROVIDERS SHALL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
IN NO EVENT SHALL BILLING CLERKS, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, LICENSORS, OR THIRD-PARTY PROVIDERS BE LIABLE TO CUSTOMER FOR ANY:
(i) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES;
(ii) LOSS OF SAVINGS, PROFITS, DATA, USE, OR GOODWILL;
(iii) BUSINESS INTERRUPTION, EVEN IF ADVISED IN ADVANCE OF SUCH POSSIBILITY; OR
(iv) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR LEGAL THEORY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, OR BREACH OF A FUNDAMENTAL TERM), OR OTHERWISE.
IN NO EVENT SHALL BILLING CLERKS BE LIABLE FOR THE PROCUREMENT OR COST OF SUBSTITUTE PRODUCTS OR SERVICES. THE ABOVE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE.
TO THE EXTENT THAT APPLICABLE LAW DOES NOT ALLOW BILLING CLERKS TO DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITY, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF BILLING CLERKS’ LIABILITY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
Billing Clerks shall not be liable for any claims, losses, or liabilities related to any Product, Client, or Third-Party Provider.
Third-Party Content
This website may contain content from third parties, including news, articles, and reports. Billing Clerks does not create, endorse, or guarantee the accuracy or reliability of third-party content, nor does it provide tax, legal, or investment advice based on such content. Users should consult independent professionals for advice on these matters and understand that Billing Clerks is not liable for any decisions made based on third-party content.
Limited License
Billing Clerks grants you a limited, non-transferable, and non-exclusive license to access and use the information on this website for personal use only. You agree not to disrupt or attempt to disrupt the website’s operation in any way.