Master Services Agreement (MSA) for CPAs
Effective Date: Upon CPA Registration
Between: [CPA Name] ('CPA') and [Company Name], DBA FractionalCPAs ('Platform')
1. Scope of Agreement
This Master Services Agreement ('Agreement') governs the relationship between the CPA and FractionalCPAs regarding the use of the Platform to provide professional services to clients ('Clients'). By registering on the Platform, the CPA agrees to be bound by the terms and conditions set forth herein.
2. Independent Contractor Relationship
• Independent Contractor: CPA acknowledges that they are an independent contractor and not an employee, agent, or representative of FractionalCPAs or any Client. CPAs will have full control over the services they provide, including the methods and means by which they perform their work.
• No Employment Relationship: Nothing in this Agreement shall be interpreted as creating an employer-employee relationship between the CPA and the Platform or between the CPA and any Client.
3. Use of Platform Services
• Engagement of Clients: The Platform enables the CPA to connect with Clients seeking professional services. Upon agreeing to a Statement of Work (SOW), the CPA and Client will be bound by the terms specified in that SOW, with the Platform facilitating administrative support, such as contract management, billing, and payment processing.
• Platform’s Role: FractionalCPAs acts as a conduit to connect CPAs with Clients and is not responsible for the work performed by the CPA or any interactions with Clients, beyond providing the Platform’s administrative and billing functions.
4. Responsibilities of the CPA
The CPA agrees to:
• Service Delivery: Provide professional services as described in the agreed-upon SOWs with Clients.
• Timecard Submission: Submit accurate weekly timecards reflecting the hours worked on each Client engagement by the end of each week.
• Compliance: Adhere to all applicable accounting and legal standards in the provision of services.
• Quality Assurance: Maintain a high standard of professionalism and expertise in delivering services to Clients.
5. Timecard Submission and Payment
• Weekly Timecard Submission: CPA agrees to submit timecards for the prior week’s work by the end of the week (Sunday) to ensure timely approval and payment.
• Hourly Rate: CPA will be paid at a rate of $150 per hour for services rendered. This rate will be valid for all engagements for a period of 6 months from the date of CPA registration. After this period, FractionalCPAs reserves the right to update its rate requirements for any project that has not yet been countersigned.
• Payment Processing: Payments will be processed upon approval of the timecards by the Client. CPA acknowledges that payments will be facilitated by FractionalCPAs but are contingent upon Client approval.
• Client Approval Timeline: Clients are required to approve timecards by 12:00 PM CST on the Monday following the week in which services were rendered. CPA acknowledges that delays in Client approval may impact payment timing.
6. Compensation
• Hourly Compensation: CPA will be compensated based on the hourly rate agreed upon in the SOW, which aligns with the Platform’s policies. The CPA will receive payment directly from FractionalCPAs following Client approval of the timecard.
• No Guarantee of Engagements: The CPA acknowledges that the Platform does not guarantee any specific volume of work or engagements with Clients.
7. Modifications to Scope of Work
• Out-of-Scope Work: Any work requested by a Client that is outside the scope of the agreed-upon SOW must be formalized through a new SOW. No out-of-scope work shall commence without a written agreement between the CPA and the Client, facilitated through the Platform.
• Change Orders: Should the Client and CPA mutually agree to extend the duration of an engagement or adjust the weekly hours, a Change Order document will be created. If the Change Order is created outside the 6-month validity period, the new rate requirements set by FractionalCPAs may apply. The new start date will begin on the Monday following the original SOW end date, with a revised end date or adjusted hours as permitted by the terms of the SOW.
8. Indemnity and Hold Harmless
The CPA agrees to indemnify and hold harmless FractionalCPAs, its affiliates, employees, and agents from any claims, damages, liabilities, or expenses (including reasonable attorney’s fees) arising from:
• The CPA’s professional services provided to Clients.
• Any breach of the terms of the SOW or MSA by the CPA.
• Any disputes between the CPA and the Client.
9. Termination
• Termination by CPA: CPA may terminate their use of the Platform at any time upon written notice, provided there are no active engagements or outstanding SOWs with Clients.
• Termination by Platform: FractionalCPAs reserves the right to terminate the CPA’s account for violations of the MSA, professional misconduct, or failure to adhere to the terms of this Agreement or SOWs.
10. Dispute Resolution
Any disputes between the CPA and Client regarding services provided, compensation, or any aspect of the engagement will be resolved directly between the CPA and Client. FractionalCPAs is not responsible for resolving such disputes but may provide administrative support related to contract management and payment processing.
11. Miscellaneous
• Entire Agreement: This Agreement constitutes the entire agreement between the CPA and FractionalCPAs and supersedes any prior agreements or understandings.
• Governing Law: This Agreement shall be governed by the laws of the state of [Insert State].
By registering on the Platform, the CPA agrees to the terms and conditions set forth in this Master Services Agreement.
