Terms of Service

SERVICES AGREEMENT

The below terms of service apply to all clients (the individual or entity identified as the “Client”) of Wanderwell (“Company”).

In consideration of the mutual covenants set forth in this Agreement, the parties, intending to be legally bound, agree as follows:

Services and Compensation. Wanderwell will provide the services, and Client will pay the fees, set forth in the Proposal accepted by Client, in accordance with the terms set forth in the Proposal. Wanderwell may change such services or fees from time to time by notice to Client via any reasonable means, including by email, that describes such change. Client’s continued use of Wanderwell’s services following such notice will constitute Client’s acceptance and agreement to be legally bound by any such changes. Client acknowledges that, if applicable, any delivery dates and cost efforts set forth in the Proposal are intended to be guidelines and not deadlines, and Company makes no guarantee that the services will be initiated or completed in strict conformity therewith. Client will be liable for all costs and expenses (including, without limitation, reasonable attorney fees) incurred by Company in connection with collecting any compensation or expenses due under this Agreement.
Expenses. Client will reimburse Company for all reasonable expenses incurred by Company in performing services under this Agreement, including, without limitation, travel-related expenses (including, without limitation, to or at Client’s locations) and goods and services obtained through third parties, provided that any Additional Expenses set forth in Proposal will be subject to the markup set forth on Proposal.
Termination. No refund shall be paid for fees once paid, regardless of the day on which Services are canceled. See Consulting & Bookkeeping Service section for further details regarding termination.
Client’s Business. At Client’s sole expense, Client will provide, and will provide Company access to, such equipment, personnel, information and resources as Company may reasonably request in order for Company to provide the services under this Agreement. Client represents, warrants and agrees that all persons and entities providing information to Company will transmit such information to and receive information from Company without giving rise to any Damages (defined below), including, without limitation, without violation of any rights of privacy or other rights of any person or entity. Company will be entitled to rely on, and will have no liability arising out of, information provided to it by Client or on Client’s behalf. Client will be solely responsible for, and Company will have no liability arising out of, all matters and circumstances relating to Client’s business, whether utilizing Company’s services or otherwise (notwithstanding any advice, deliverable, recommendation or requirement of Company).
Proprietary Rights. Company represents and warrants that its work under this Agreement will be produced in accordance with applicable laws and, to its knowledge, will not infringe upon or violate any patent, copyright or trademark of any third party. Upon written notice of a breach of such warranty, Company will have a period as may be reasonably necessary to cure such breach. No copyright or other rights whatsoever are granted to Client in the work produced by Company under this Agreement or the intellectual property of Company (including, without limitation, models, methods, materials, technology and know-how), even if created or acquired in the course of performing under this Agreement. Client financial data provided to or generated by Company will constitute Confidential Information (defined below) of Client and will belong to Client, and, subject to the foregoing, Client will own the materials produced by Company (including, without limitation, files, documents and reports) in which Confidential Information of Client may be contained.
Competing Services. Company, and its employees and contractors performing services under this Agreement (who may be selected by Company in its sole discretion), may perform similar services or develop or provide similar materials or deliverables for third parties, including, without limitation, competitors of Client.
Confidentiality. Each party will maintain in confidence, protect, safeguard and not disclose or make available to any third party the information of the other disclosed by the other which is not generally known or available to the other, the public or any competitor or which is otherwise marked as confidential or proprietary information (“Confidential Information”). Each party may disclose Confidential Information to its owners, employees, contractors and representatives (“Representatives”) for the purpose of providing services under this Agreement or to the extent required by applicable law. Company may retain copies of Confidential Information after termination of its engagement, subject to the obligations of this Section 7.
Noncircumvention. During the term of this Agreement and for a period of one (1) year thereafter, Client and its Representatives will not, directly or indirectly, pursue, contact, solicit or engage in any business relationship with any of Company’s employees, contractors or subcontractors or, if utilized in the performance under this Agreement, its vendors, suppliers and other business contacts.
Indemnification. Client agrees to indemnify, defend and hold harmless Company and its Representatives from and against any and all Damages arising out of any negligent, wrongful or improper act or omission of Client or its Representatives, the conduct of Client’s business, the use of Client’s products or services, or information provided to Company by Client or on Client’s behalf. Company agrees to indemnify, defend and hold harmless Client and its Representatives from and against any and all Damages, subject to the liability limitations in Section 10, arising out of any negligent, wrongful or improper act or omission of Company or its Representatives. “Damages” means any and all losses, claims, obligations, liabilities, actions, suits, proceedings, judgments, payments, costs, expenses (including, without limitation, reasonable attorney fees), and damages of any kind, nature or description whatsoever.
Liability Limitations. Company will not be liable under any circumstances for any incidental or consequential damages, including, without limitation, loss of revenue, loss of profits, loss of clients, or loss of goodwill, regardless of the foreseeability of such damages. Except for Company’s indemnification obligations under Section 9, (i) in no event will Company be liable to Client or any other person or entity for Damages arising out of Client’s use of, or inability to use, or reliance on, Company’s services or work, and (ii) the sole and exclusive remedy of Client under this Agreement, including, without limitation, for any uncured breach of warranty under Section 5, will be termination of this Agreement. In the event Company will be liable for any reason to Client under Company’s indemnification obligations or notwithstanding such sole and exclusive remedy, then the liability of Company will not exceed, in the aggregate, the compensation paid to Company under this Agreement during the twelve (12) months prior to the event giving rise to the claim. No action or proceeding against Company will be commenced more than 1 year after the event giving rise to the claim.
Public Announcements. With Client’s prior written consent, which will not be unreasonably withheld or delayed, Company may use Client’s name in Company’s client list, case studies, and in other promotional information, including, without limitation, press releases, brochures, letters and electronic media such as e-mails, social media and websites.
Status of Parties. In the performance of all work, services and obligations under this Agreement, each party is at all times acting and performing as an independent contractor with respect to the other and that no relationship of partnership, joint venture, agency or employment is created by this engagement or Agreement.
Miscellaneous. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement and the enforcement hereof shall be governed by the laws of the State of Vermont. Each of the parties hereby consents to the exclusive jurisdiction and venue of the federal and state courts located in Montpelier, Vermont. This Agreement shall be binding on the parties and their respective successors and permitted assigns. This Agreement may not be assigned, directly or indirectly (including, without limitation, by merger or change of control), without the prior written consent of the other party. Each party, and each person executing this Agreement, represents and warrants to the other that the person executing this Agreement on behalf of such party is duly authorized to do so and that this Agreement is binding on and enforceable against such party in accordance with its terms.
Data Security Client acknowledges and agrees as follows:

a. Client data will be stored in and through a third party service, such as Dropbox or Google Docs. While data security is a high priority for such services, such services are susceptible to security risks, whether publicized or not. Client accepts such service for storage of Client data.

b. Client will access the applicable service and Client data through a combination of user names and passwords provided by the service. Client is responsible for any and all use of, and activities and administration conducted through or that occur under, Client’s user accounts and/or passwords, whether or not authorized by Client.

c. Company does not backup Client data. If Client desires backup of its data on any third party service, Client will make backup copies its data.

d. Company does not warrant that any third party service will be uninterrupted, free from failures, malfunctions or errors, or secure.

e. Company will have no responsibility or liability for the storage or security of Client data (except as accessed by Company), including, without limitation, deletion, alteration, destruction, damage or loss of, or unauthorized access to, any Client data.

Client irrevocably waives and releases all Damages of or against Company or any of its Representatives that arise out of the use of any third party data storage services or the storage or security of any Client data (except as accessed by Company), including, without limitation, any deletion, alteration, destruction, damage or loss of, or unauthorized access to, any Client data.The liability limitations in Section 10 of the Services Agreement between Company and Client shall apply to any Damages relating to the subject matter hereof.

This Agreement may be changed by Wanderwell from time to time, and Wanderwell may issue policies or other requirements relating to its services or Client’s responsibilities from time to time. Such changes or policies and requirements will be effective upon notice to Customer, including by email, and posting of such changes or policies and requirements on Wanderwell’s website. Client’s continued use of Wanderwell’s services following such notice and posting will constitute Client’s acceptance and agreement to be legally bound by any such changes or policies and requirements.

BOOKKEEPING BILLING & ADDITIONAL TERMS

FEES & BILLING

Set Up & Project Fees:

Initial Assessment fee is nonrefundable once paid and covers our audit of your books and onboarding meeting and administrative set up.
Project fees for any clean up work quoted after assessment are due prior to commencement of work.

Ongoing Services:

Wanderwell accepts payments for ongoing bookkeeping (& integrated advisory services if applicable) via monthly automated ACH payments billed at start of service month. For clients that wish to pay by credit card a 3.5% processing charge will be added to your monthly billing.
Monthly billing begins on the 1st of the month we begin working together (ie, when we assume responsibility for your bookkeeping), and may occur prior to our onboarding meeting.
Bookkeeping services are an ongoing process and as such any delivery dates for services are guidelines, not deadlines; monthly fees retain Wanderwell’s services and do not pertain to specific deliverables, reports, or services within a billing cycle.
Periodically, Wanderwell reviews the scope of work and adjusts service plan level and fees if there are significant changes to volume or complexity so we can meet your organizational needs as they shift. Adding new bank accounts, credit cards, and/or loan accounts or outside apps and services may also impact monthly fees.
The Client will designate one person as the point person for all communication and decision making for your business.

Cancellation & Refund Policy:

Client may cancel services at any time with 30 days written notice, unless otherwise noted in contract.

No refund shall be paid for any project fees or the current month’s services, regardless of the day on which Services are canceled. Once client provides notice of cancelation of services, Wanderwell will close out to the last month we have information from the Client (for example, if client cancels March 16, final billing date will be April 1, final month of reconciliation will be March); any client-delayed or past month AMA’s or information outstanding will not be completed during our close out. Projects and catch or clean up work will be wrapped up for handoff.

Deadlines for AMA’s (client to advise lists) + Late Info Fees

Our work depends on Client participation and prompt response for information. While we understand sometimes things get busy, getting multiple months behind on Needs Info / Ask My Accountant lists can create a pile up on our end and jams up our team workflow and capacity. On your end, you’ll run into issues in accurate tax filing (uncategorized expenses often aren’t deducted) and inaccurate reporting.

The following are our deadlines for catch up on AMAs if you, the client, get behind:

Jan-May Ama’s – Deadline Jul 1
June-Sept – Deadline Nov 1
Oct-Dec – Jan 15 for 1099 filers, Jan 31st if Wanderwell is not filing.

Past these deadlines, we may assess a project fee in addition to regularly monthly fees— long lists of backlogged changes and categorization mean we need to shift capacity around and require extra work on our end. For any work on past year’s (going back more than a calendar year) we will bill a project fee with a minimum charge of $500.

Preferred Applications & Third Party Platforms

As a firm, we utilize Quickbooks Online as our accounting platform and integrate with a number of third party applications and platforms for additional functions, including payroll and invoicing. One of our roles is to advise clients on additional apps and platforms and support their integration and systems development.

Platforms outside of our preferred list or platforms that we have not used before require additional labor and time on our end for ongoing maintenance and problem solving.

Use and integration of platforms outside of the below recommendations may lead to an increase in monthly fees, in most cases 10% of monthly fee per application.

Preferred platforms:

Payroll
Gusto- we pass along a discount on monthly payroll fees when signing up via our accountant portal
POS/Invoicing
Harvest
Shopify
Square
Stripe
Billing/Expense Management
Expensify
Dext
Bill

COACHING, ADVISORY, & CONSULTING SERVICE ADDITIONAL TERMS

PAYMENT TERMS & BILLING

For all Advisory Services, including Coaching & Consulting engagements, payment is due in advance in full or via automated payment plans. Payment can be made via ACH, wire or bank transfer, or via credit card (with 3.5% processing fee).

Engagements are non-cancellable and agreed-upon payments are due in full as described in the original agreement. However, you may postpone or delay any part of the work in progress without penalty; in the case of a pause, delay, or postponement, agreed-upon payments are still due and may not be postponed or moved. Any paused or delayed work must resume within 6 months unless otherwise agreed upon and any remaining sessions will be forfeited without refund if not used within the agreed upon postponement period.

For multiple payments/payment plans, we will enroll you in automatic payment so that we minimize administrative overheads. Payment will occur monthly after the first payment date. For example, if we began on February 18th, you would be charged again on March 18th. Note that this may not coincide with a meeting.

For ongoing advisory services paid via monthly retainer, after the initial 6 month period clients may cancel at any time with 60 days notice for termination. No refunds will be paid for monthly retainer regardless of day of cancellation.

CANCELLATIONS & RESCHEDULING

Should you need to reschedule a previously scheduled session, we ask for as much advanced notice as possible; it may be two or more weeks before we can schedule another session. Without extenuating circumstances, Client no-showing or arriving late to a session, or reschedule requests made with less than 48 hours of appointment may mean forfeiting the session.

Updated: June 10, 2025

Contact: hello@wanderwellconsulting.com