Master Services Agreement (MSA)
Effective Date: Upon Client Registration
Between: [Client Name] (‘Client’) and Fractional CPAs, DBA FractionalCPAs (‘Platform’)
1. Scope of Agreement
This Master Services Agreement (‘Agreement’) governs the relationship between Client and FractionalCPAs regarding the use of the Platform to engage Certified Public Accountants (‘CPAs’) for professional services. By registering on the Platform, Client agrees to be bound by the terms and conditions set forth herein.
2. Nature of the Relationship
Independent Contractors: All CPAs on the Platform are independent contractors and are not employees, agents, or representatives of the Platform. The Client acknowledges that FractionalCPAs does not provide professional accounting services but acts solely as a conduit to connect independent CPAs with prospective Clients and to facilitate administrative tasks such as contract support, billing, and payment processing.
Hold Harmless: The Platform shall be held harmless by the Client for any actions or omissions by the CPA in the provision of services. The Client acknowledges that FractionalCPAs’ role is limited to providing a matching service and administrative support, and the Platform is not liable for any disputes, errors, or damages arising from the services provided by the CPA.
3. Services
The Platform enables Client to post job listings and connect with qualified CPAs for professional services. FractionalCPAs provides a resource to facilitate the connection between Client and CPAs but is not a party to the contracts between Client and the CPA for the provision of services.
4. Timecard Submission and Approval
Weekly Timecard Submission: CPAs will submit timecards for work performed on behalf of the Client at the end of each week. These timecards represent the CPA’s hours worked and billable time for that week.
Client Timecard Approval: It is recommended that the Client reviews and approves submitted timecards by Friday of each week. However, Client is required to approve timecards no later than 12:00 PM CST on the following Monday. Failure to approve a timecard by this deadline will result in automatic approval.
Authorized Payment Upon Timecard Approval: By approving a timecard, Client authorizes the Platform to initiate an electronic payment for the associated services. This payment will be pulled directly from the Client’s account on file.
5. Payment Terms
Hourly Rate: The Client agrees to pay for CPA services at a rate of $225 per hour. This rate is valid for all engagements for a period of 6 months from the date of Client registration. After this period, FractionalCPAs reserves the right to update its rate requirements for any new projects that have not yet been countersigned.
Change Orders: Change Orders created outside the 6-month period may be subject to the new rate requirements established by the Platform at that time.
Payment Authorization: Client agrees that payments for services rendered will be automatically withdrawn from their designated account upon approval of the CPA’s timecard.
Invoice Copy: An invoice reflecting the approved timecard and payment will be sent to Client’s Accounts Payable Department for reconciliation purposes. It is the Client’s responsibility to ensure that the Accounts Payable information provided to FractionalCPAs is accurate and up-to-date.
6. Client Responsibilities
Accuracy of Information: Client agrees to provide accurate information regarding the job posting, expectations, and requirements for the services needed.
Timely Approval: Client acknowledges the importance of reviewing and approving CPA timecards on time and agrees to the automatic approval policy if action is not taken by the stated deadline.
7. Platform Responsibilities
Facilitation of Services: FractionalCPAs will facilitate the connection between Clients and CPAs, as well as provide administrative support related to contract creation, billing, and payment processing.
Limited Liability: FractionalCPAs is not responsible for the professional services provided by the CPA, and the Client acknowledges that the Platform is not liable for the performance, quality, or outcomes of the CPA’s work.
8. Indemnity and Hold Harmless
Client agrees to indemnify and hold harmless FractionalCPAs, its affiliates, employees, and agents from any and all claims, damages, liabilities, and expenses (including reasonable attorney’s fees) arising out of or related to the services provided by the CPA, including but not limited to any errors, omissions, or misconduct on the part of the CPA.
9. Dispute Resolution
Any disputes between the Client and the CPA regarding services rendered will be resolved between those parties directly. FractionalCPAs is not responsible for resolving disputes but may provide administrative support in contract management and payments.
10. Miscellaneous
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings.
Governing Law: This Agreement shall be governed by the laws of the state of [Insert State].
By completing the registration process, the Client agrees to the terms of this Master Services Agreement.
