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    Wayflyer Bookkeeping Services Agreement

    Bookkeeping Services Agreement

    About these terms

    About us. Wayflyer Bookkeeping is provided by Wayflyer Inc, 307 S State Street, Dover, DE, 19901, USA. Under this Agreement, "Wayflyer", "us", "we" and "our" refers to Wayflyer Inc and/or its affiliates.

    About you. You are the "Customer" entering into this Agreement with us as detailed in your Order Form. You will be referred to as "you" and "your" under this Agreement. Together, we will be the "parties".

    What does this Agreement do? This Agreement sets out the legal terms on which we will provide bookkeeping services to you. The specific services purchased, the fees that apply, and your key subscription details are all set out in your Order Form. Whenever we refer to the "Agreement", it includes these Terms and Conditions, the Order Form signed by both parties and Wayflyer's Privacy Notice. In the event of any conflict between these Terms and Conditions and the Order Form, the Order Form will prevail.

    How Wayflyer Bookkeeping is delivered. Wayflyer Bookkeeping is delivered through a third-party platform provider, currently Clevo Technologies Inc. (d/b/a "Asset"). Asset is not a party to this Agreement, and your contractual relationship is solely with Wayflyer. Wayflyer remains responsible to you for the delivery of the Services in accordance with this Agreement.

    When does this Agreement start? The Agreement takes effect on the Effective Date set out in the Order Form and remains in effect for the Term, unless terminated earlier in accordance with clause 9.

    Questions? Just reach out to your Wayflyer contact and they'll be happy to help.

    1. Eligibility and conditions of service

    1.1 Conditions. Before we activate your bookkeeping service, you agree to: (a) complete the onboarding process and provide the information we reasonably request; (b) complete any compliance or identity checks we reasonably require; (c) connect your bank accounts and financial platforms as agreed during onboarding; and (d) provide any other documents or information we reasonably need to provide the Services. Once you have done so, we will activate the Services.

    1.2 Eligibility. The Services are available only to customers who meet all of the following eligibility criteria at the time of onboarding and throughout the Term: (a) a US-incorporated entity; (b) operating in a single currency; (c) structured as a single legal entity; and (d) using digital financial documents (paper-only documentation cannot be supported by the platform).

    1.3 By entering into this Agreement, you confirm that you meet these criteria and will notify us promptly if you cease to do so. We reserve the right to suspend or terminate the Services on written notice if you do not or no longer meet these criteria.

    2. Service delivery

    2.1 Provision of Services. We will provide the Services set out in your Order Form throughout the Term with reasonable skill and care, using suitably qualified personnel. The Services do not include tax filing, payroll filing, sales tax compliance, legal advice, or any other regulated professional services.

    2.2 Completing your books. Where we require additional information, we will contact you through the Wayflyer Bookkeeping app or by email. We will use reasonable efforts to respond to your enquiries within one business day and to complete your monthly books by the 10th business day of the following month, subject to receiving timely responses and complete information from you. These are targets, not guaranteed service levels. If we are unable to complete any bookkeeping due to missing or incomplete information from you, we will document any assumptions made and flag any known limitations in the relevant financial statements.

    2.3 Service Warranty. We warrant that the Services will be performed with reasonable skill and care, consistent with industry standards, subject to the accuracy, completeness, and timeliness of information and documents you provide. If we fail to meet this standard, we will re-perform the affected work at no additional charge following written notice from you describing the issue in reasonable detail. If we are unable to cure the issue within 30 days of such notice, we will refund any prepaid, unused Fees specifically allocable to the affected Services for the remainder of the then-current Billing Cycle. This is your sole remedy for a breach of this warranty. For the avoidance of doubt, we are not liable for inaccuracies in financial outputs that result from missing, incomplete, or untimely information provided by you.

    3. Data access

    3.1 Connected Accounts. You authorise us to access any bank accounts, card processor accounts, eCommerce platforms, or third-party services you connect to the Wayflyer platform during onboarding, either directly or via third-party authentication services such as OAuth ("Connected Accounts").

    3.2 Connected Account Access. We will only use access to your Connected Accounts to: (a) ingest your financial transaction data for the purposes of providing the Services; (b) confirm that your Connected Accounts remain active and accessible; and (c) take any other action reasonably necessary to deliver the Services.

    3.3 Access. We will access your financial transactions through: (a) secure, read-only connections to your bank and merchant accounts as outlined above; and (b) digital documents you provide (for example, bank statements and receipts).

    3.4 No PCI. The platform is not designed to collect, store, or process payment card information (PCI). Please do not submit PCI data through the platform.

    4. Your obligations

    4.1 You agree to:

    1. comply with this Agreement and all applicable laws in connection with your use of the Services;

    2. maintain your Connected Accounts and provide us with reasonable access to your financial data for the duration of this Agreement;

    3. provide complete and accurate information during onboarding and throughout the engagement, including notifying us promptly of any accounts not already connected that are relevant to your bookkeeping;

    4. respond promptly to any requests we make for information, documents, transaction classifications, or confirmations — delays in responding may affect the timeliness and accuracy of your financial statements;

    5. review your monthly financial statements and notify us of any errors or discrepancies within 30 days of receipt; and

    6. not close, disconnect, or deny us access to any Connected Account without giving us prior written notice.

    4.2 You will notify us promptly if any information you have previously provided becomes materially incorrect or changes.

    5. Acceptable use

    5.1 You agree that you will not, and will not permit any third party to:

    1. use the Wayflyer Bookkeeping platform or any outputs other than for your own internal business purposes;

    2. reverse engineer, decompile, or otherwise attempt to derive the source code or underlying structure of the platform;

    3. redistribute, resell, or share access to the platform or outputs with any third party for commercial purposes without our prior written consent;

    4. scrape or extract data from the platform by automated means;
    5. use the platform in any way that violates applicable law; or

    6. use the platform in a way that places an unreasonable or disproportionate burden on Wayflyer's or its service providers' systems or infrastructure.

    5.2 You are responsible for anyone you permit to access the platform on your behalf and will be fully liable for any breach of this clause by such persons.

    6. Fees and billing

    6.1 Fees. You will pay Wayflyer the fees set out in the Order Form. "Keep Up Fees" means the fees payable for the Keep Up Services. "Catch-Up Fees" means the fees payable for the Catch-Up Services and together with the Keep Up Services means the "Fees". All Fees are denominated and payable in US Dollars (USD).

    6.2 Billing. Billing begins on the Billing Start Date set out in the Order Form. Catch-Up Fees are payable prior to commencing such work. Keep Up Fees are invoiced monthly in arrears ("Billing Cycle") and are due within 30 days of the invoice date. Keep-Up Fees are charged on a full calendar month basis. Your first Billing Cycle begins on the first day of the calendar month in which the Effective Date falls; no proration applies.

    6.3 Auto-Renewal. You agree that, unless stated otherwise in your Order Form, at the end of each Billing Cycle, your Subscription will automatically renew under the same conditions as the prior Billing Cycle unless you cancel your Subscription prior to your renewal date.

    6.4 Taxes. All Fees are exclusive of applicable taxes (including sales tax, withholding tax or similar). You are responsible for all such taxes associated with your Subscription except those based on Wayflyer's net income. It is your responsibility to confirm your applicable tax obligations before signing this Agreement.

    6.5 Late Payments. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, from the due date until payment.

    6.6 Disputed Invoices. If you dispute an invoice in good faith, notify us in writing within 15 days of the invoice date. We will work together to resolve the dispute promptly. You will pay all undisputed amounts when due.

    6.7 No Refunds or Credits. Unless stated otherwise in this Agreement, payment obligations are non-cancelable, and Fees paid are non-refundable and there are no credits for partially used periods.

    6.8 Fee Changes. Wayflyer, in its sole discretion and at any time, may modify the Fees. Wayflyer will provide you with reasonable prior notice of any change in Fees. Unless stated otherwise in the Order Form, any Fee change will become effective at the end of the then-current Billing Cycle. Your continued use of the Service constitutes your agreement to pay the modified Fees.

    6.9 Revenue Tier Changes. Keep Up Fees are based on your annual revenue at the Effective Date. If your revenue increases during the Term such that a higher fee tier applies: (a) we may move you to the higher tier, with the new Keep Up Fees applying from the first day of the next billing month; and (b) Keep Up Fees will not decrease during the Term regardless of any reduction in your revenue.

    7. Confidentiality

    7.1 "Confidential Information" means any non-public information that one party (the "Disclosing Party") shares with the other (the "Receiving Party") in connection with this Agreement that a reasonable person would consider confidential given its nature or the circumstances of disclosure. This includes, without limitation, business plans, financial data, pricing, technical information, and the terms of this Agreement. It does not include information that:

    1. is or becomes publicly available through no fault of the Receiving Party;

    2. was already known to the Receiving Party before disclosure;

    3. is received from a third party without restriction and without breach of any obligation; or

    4. is independently developed without use of the Confidential Information.

    7.2 Each party will keep the other's Confidential Information confidential, use it only for the purposes of this Agreement, and apply at least the same degree of care it applies to its own confidential information.

    7.3 Each party may disclose Confidential Information to its employees, advisors, auditors, or contractors who need it to perform this Agreement, provided they are bound by equivalent confidentiality obligations. Either party may also disclose Confidential Information if required by law or a regulatory authority, provided it gives the other party prompt written notice where practicable.

    8. Intellectual property

    8.1 Wayflyer's Rights. We retain all right, title, and interest in and to the Wayflyer Bookkeeping platform and all underlying technology, including any improvements or modifications. Nothing in this Agreement transfers any ownership of the platform to you.

    8.2 Your Rights. You retain all right, title, and interest in and to your financial data and business records. You grant us a limited, non-exclusive licence to access, process, and use your data solely to the extent necessary to: (a) provide the Services during the Term; and (b) enable our third-party platform provider to operate, maintain, secure, and improve the platform through which the Services are delivered, subject to that provider's confidentiality and data security obligations to us. We will ensure that any such sub-licence to our platform provider does not permit your identifiable data to be used for any purpose beyond delivering and maintaining the Services.

    8.3 Feedback. If you provide feedback, suggestions, or ideas about the platform or Services ("Feedback"), we may use that Feedback to improve the Services. Where Feedback relates to the underlying technology platform provided by our third-party provider, it may be assigned to that provider in accordance with our platform agreement. By providing Feedback that relates to the underlying technology platform, you hereby assign, and agree to execute any documents reasonably required to perfect the assignment of, all right, title, and interest in any intellectual property arising from such Feedback to our platform provider. This assignment is a condition of your continued use of the Services where such Feedback is provided. Where Feedback relates to Wayflyer's own processes, service delivery, or customer experience, Wayflyer retains all right, title, and interest in any intellectual property arising from such Feedback.

    8.4 The financial statements and reports we prepare for you are yours to use for your own business purposes. You may share them with your accountants, tax preparers, lenders, and other advisors, but may not redistribute or commercialise them.

    9. Term and termination

    9.1 Term. This Agreement starts on the Effective Date and continues for the Initial Term set out in the Order Form. Unless stated otherwise in your Order Form, after the Initial Term, the Agreement will automatically renew for successive renewal terms of the duration specified in the Order Form (each a "Renewal Term") unless either party gives the other written notice of non-renewal at least 30 days prior to the end of the then-current Initial Term or Renewal Term. The Initial Term and any Renewal Terms are together the "Term".

    9.2 Cancellation by you. You may cancel at any time by contacting your Wayflyer contact. Cancellation does not entitle you to any refund of Fees paid. You will remain liable for all Fees payable through the end of the Term. On cancellation:

    1. we will use reasonable efforts to complete your bookkeeping to the end of the last full calendar month within 10 business days, and may contact you during that period for outstanding documents or clarifications;

    2. once complete, we will stop tracking new activity; and

    3. you will have 21 days to export your data in commercially reasonable standard formats.

    9.3 Termination Events. A "Termination Event" occurs if: (a) you fail to comply with any material obligation under this Agreement and (where capable of remedy) do not remedy the breach within 10 days of written notice from us; or (b) you become insolvent, enter administration, or take any steps in connection with any insolvency proceeding.

    9.4 Our Rights on a Termination Event. If a Termination Event occurs, we may suspend or terminate your access to the Services on written notice, invoice you for all Fees incurred through the termination date, and exercise any other rights available to us at law.

    9.5 Suspension for Misuse. We may also suspend your access to the Services immediately on written notice if we reasonably determine that you or anyone accessing the platform on your behalf is misusing the platform or its outputs. We will use reasonable efforts to give you prior notice and allow mitigation before suspending access where practicable.

    9.6 Upstream Platform Dependency. The Services are delivered in part through a third-party platform provider. If that provider ceases to make the platform available to Wayflyer for reasons outside our reasonable control, we may terminate this Agreement on not less than 5 business days' written notice. On such termination, we will provide a pro-rata refund of any prepaid Catch-Up Fees for the unused portion of the current Billing Cycle, use reasonable efforts to complete your bookkeeping to the end of the last full calendar month, and give you 21 days to export your data in accordance with clause 9.2(c). We will not be liable for any losses arising from platform unavailability that is outside our reasonable control.

    9.7 Survival. Clauses 6 (Fees), 7 (Confidentiality), 8 (Intellectual Property), 10, 11, 12, 13, 14, and 15 survive any expiry or termination of this Agreement.

    10. Data security and privacy

    10.1 Security Standards. We will maintain appropriate administrative, technical, and physical safeguards to protect your data against unauthorised access, use, disclosure, alteration, or destruction, consistent with industry standards. Our bookkeeping platform partner maintains SOC 2 Type 2 certification. The Services are delivered in part by a third-party bookkeeping platform provider. Your financial data will be processed by that provider solely for the purpose of delivering the Services, subject to appropriate data processing safeguards. For full details on how we handle your personal data, please see the Wayflyer Privacy Policy.

    10.2 Your Data. Your data belongs to you. You may export your financial data at any time in the formats made available through the Wayflyer Bookkeeping platform.

    10.3 Use of Data. We may use anonymised, aggregated data derived from your use of the Services to improve our products and services. We will not use your identifiable data to train, develop or improve any artificial intelligence or machine learning models.

    11. Disclaimer

    11.1 No Professional Advice. Wayflyer is not a public accounting firm and does not provide tax, legal, investment, or other regulated professional advice. The Services are provided for bookkeeping and financial reporting purposes only and are not a substitute for advice from a qualified accountant, tax preparer, or attorney. To the fullest extent permitted by applicable law, the platform is provided "as is" and "as available", and we make no warranty that it will be uninterrupted, error-free, or meet any particular specification.

    11.2 Accuracy of Outputs. The accuracy of any financial statements or outputs we produce depends on the accuracy, completeness, and timeliness of data and documents you provide. Where information is missing or incomplete, we will document our assumptions in the relevant output.

    11.3 Your Responsibilities. You are solely responsible for:

    1. the accuracy and completeness of information and documents you provide to us;

    2. reviewing and approving outputs and notifying us of any errors within 30 days of receipt; and

    3. all tax filings, registrations, and other compliance obligations, including the payment of taxes and penalties.

    12. Indemnities

    12.1 Your indemnity. You will indemnify and hold Wayflyer and its affiliates, officers, directors, and employees harmless from any third-party claims, losses, damages, and reasonable legal costs arising from:

    1. your breach of this Agreement;

    2. the inaccuracy, incompleteness, or late provision of information or documents you provide to us, including any failure to notify us of relevant Connected Accounts;

    3. your misuse of any outputs or financial statements produced under this Agreement; or

    4. any claim brought by you or on your behalf against any third-party platform provider engaged by Wayflyer to deliver the Services, where such claim arises from your acts or omissions rather than from that provider's breach, gross negligence, or wilful misconduct.

    12.2 Our indemnity. Wayflyer will indemnify and hold you and your affiliates, officers, directors, and employees harmless from any third-party claims, losses, damages, and reasonable legal costs arising from:

    1. our gross negligence or wilful misconduct in providing the Services; or

    2. any claim that the Wayflyer Bookkeeping platform, as provided to you, infringes a third party's intellectual property rights. This indemnity does not cover infringement arising from: (i) information or documents you provide to us; (ii) modifications to the platform made by anyone other than us or our platform provider; or (iii) your use of the platform in combination with third-party products or services not approved by us.

    12.3 Conditions on Indemnities. The indemnifying party's obligations are conditional on the indemnified party: (i) giving prompt written notice of the claim; (ii) giving the indemnifying party control of the defence and any settlement; and (iii) providing reasonable cooperation at the indemnifying party's cost.

    13. Limitation of liability

    13.1 Exclusions. Neither party will be liable to the other for any indirect, consequential, incidental, or punitive damages, including loss of profits, loss of data, or loss of business opportunity, except where arising from gross negligence or wilful misconduct.

    13.2 Liability Cap. Wayflyer's total liability to you under or in connection with this Agreement will not exceed the total Fees paid by you in the three months preceding the event giving rise to the claim. You acknowledge that Wayflyer's ability to recover losses from its third-party platform provider is subject to separate contractual limitations, and that Wayflyer's liability to you is not contingent on the outcome of any such recovery.

    13.3 Unlimited Liability. Nothing in this Agreement limits either party's liability for fraud, fraudulent misrepresentation, or any liability that cannot be excluded by law.

    14. Publicity and communications

    14.1 Communications. By entering into this Agreement, you consent to us communicating with you by email at the address provided in your Order Form. You agree that we may monitor and record calls with our staff for training and quality purposes.

    14.2 Publicity. You agree that we may refer to you as a customer and use your name and logo on our website, social media channels and in marketing materials. If you do not consent to this, please notify your Wayflyer contact.

    15. General

    15.1 Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of Delaware, without reference to its conflict of laws principles. Each party submits to the exclusive jurisdiction of the courts of Delaware for any disputes arising under this Agreement.

    15.2 Assignment. You may not assign this Agreement without our prior written consent. We may assign or transfer this Agreement without your consent, including in connection with a sale or transfer of our business or assets.

    15.3 Entire Agreement. This Agreement (comprising these Terms and Conditions and the Order Form) is the entire agreement between the parties about the Services and supersedes all prior discussions, representations, and agreements on the same subject matter.

    15.4 Amendment. Any changes to this Agreement must be agreed in writing by both parties.

    15.5 Waiver. Failure to enforce any provision of this Agreement does not waive the right to enforce it in the future.

    15.6 Severance. If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force.

    15.7 Relationship of the parties. This Agreement does not create any partnership, joint venture, or employment relationship between the parties.

    15.8 Rights and remedies. Expiry or termination of this Agreement does not affect any rights or obligations that have accrued up to that point.

    Bookkeeping Services Agreement | Wayflyer