1. Acceptance of terms

These Terms & Conditions ("Terms") govern your access to gaincents.com (the "Website") and any services provided by Gaincents ("Gaincents", "we", "us", "our"). By using the Website or engaging our services, you agree to these Terms. If you do not agree, please do not use the Website or our services.

2. Definitions

• "Client" means the business, firm or individual that engages Gaincents for services.
• "Services" means the outsourced accounting, bookkeeping, tax preparation, payroll, CFO advisory, financial reporting and related support we agree to provide.
• "Client Data" means all financial records, documents, credentials and information the Client provides or makes accessible to us.
• "Deliverables" means the reports, reconciliations, statements, returns and other work product we prepare for the Client.

3. Our services

Gaincents provides outsourced accounting and related services to businesses and CPA firms in the USA, UK, Canada, Australia, UAE, Singapore and other regions. The scope, deliverables, timelines and fees for each engagement are set out in a proposal, quote or engagement letter agreed with the Client.

• We perform the Services with reasonable skill and care, using appropriate accounting standards and software agreed with the Client.
• Work outside the agreed scope is treated as additional work and may be charged separately, after agreement with the Client.
• Where we work for or through a CPA firm, the firm remains responsible for its own clients, professional judgement and regulatory duties.

4. Client responsibilities

To deliver accurate results, we rely on the Client to:

• Provide complete, accurate and timely information, documents and system access.
• Respond to our queries promptly and approve or review Deliverables within agreed timelines.
• Keep login credentials secure and tell us immediately if access needs to change or is compromised.
• Remain responsible for management decisions, internal controls, approvals of payments and the filing or signing of returns and statements, unless we have expressly agreed otherwise in writing.
• Ensure it has the right to share any personal or financial data it gives us.

Delays or errors caused by missing or inaccurate information may affect timelines and fees.

5. Fees & payment

• Fees are as stated in the applicable quote or engagement letter and are usually invoiced monthly in advance or as otherwise agreed.
• Invoices are payable within the period stated on the invoice. Unless stated otherwise, fees exclude applicable taxes such as GST, VAT or sales tax, which are payable by the Client where they apply.
• Bank charges and currency conversion costs are borne by the Client.
• We may charge interest on overdue amounts and, after notice, suspend Services until outstanding invoices are paid.
• We may revise our fees on reasonable written notice, effective from the next billing period.

6. Confidentiality

Each party will keep the other's confidential information private and use it only for the purposes of the engagement. Confidential information does not include information that is public, already known to the receiving party, independently developed, or lawfully received from a third party.

We require all our team members to sign confidentiality undertakings. Confidential information may be disclosed where required by law, court order or a regulator, in which case we will, where lawful, notify the Client first. These obligations continue after the engagement ends.

7. Data protection

We handle personal information in line with our Privacy Policy. As between the parties, the Client owns its Client Data and we process it only to provide the Services and on the Client's instructions. Where data-protection law requires a data processing agreement, we will enter into one on request. We apply reasonable administrative, technical and physical safeguards, and will notify the Client of any confirmed breach affecting its Client Data as required by law.

8. Intellectual property

• The Website, its content, design, logos and trademarks belong to Gaincents or its licensors and may not be copied or reused without our written permission.
• The Client retains ownership of Client Data. On payment of applicable fees, the Client may use the Deliverables for its business purposes.
• We retain ownership of our pre-existing tools, templates, methods, know-how and general knowledge gained in providing the Services.

9. Website use

You agree to use the Website lawfully and not to:

• Attempt to gain unauthorised access to the Website, our systems or other users' data.
• Introduce viruses, malicious code or anything that disrupts the Website.
• Scrape, copy or resell Website content without our permission.
• Submit false, misleading or unlawful information through our forms.

The Website may link to third-party sites. We do not control them and are not responsible for their content or practices.

10. Disclaimers

• Information on the Website is for general guidance only and is not legal, tax or investment advice for your specific situation.
• Our Services depend on the information provided by the Client. We do not audit or independently verify Client Data unless the engagement expressly says so.
• Bookkeeping and preparation services are not an audit, review or assurance engagement and do not provide an opinion on financial statements.
• Tax laws and filing rules change often. Any tax positions are prepared on the law as we understand it at the time.
• Except as stated in these Terms or a written agreement, the Website and Services are provided "as is", and we disclaim implied warranties to the fullest extent permitted by law.

11. Limitation of liability

To the extent permitted by law:

• Gaincents is not liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, goodwill or opportunity.
• Our total liability arising from an engagement is limited to the fees paid to us for the Services giving rise to the claim during the three (3) months before the event that caused the claim, unless a different limit is set in the engagement letter.
• We are not liable for loss caused by inaccurate or late information from the Client, or by the Client's failure to follow our reasonable advice.

Nothing in these Terms excludes liability that cannot be excluded by law, including liability for fraud or wilful misconduct.

12. Indemnification

The Client agrees to indemnify Gaincents against third-party claims, losses and reasonable costs arising from the Client's breach of these Terms, its unlawful use of the Services, or its provision of Client Data that it had no right to share.

13. Term & termination

• An engagement starts on the date agreed and continues until completed or terminated.
• Either party may terminate on written notice as stated in the engagement letter (or thirty (30) days' notice if none is stated).
• Either party may terminate immediately if the other commits a material breach that is not remedied within a reasonable period after notice, or becomes insolvent.
• On termination, the Client pays for Services performed up to the termination date. We will return or securely delete Client Data as set out in our Privacy Policy and the applicable agreement, subject to legal retention duties.
• Sections dealing with confidentiality, intellectual property, payment, liability and governing law survive termination.

14. Governing law

These Terms are governed by the laws of India. The courts at Mumbai, Maharashtra have exclusive jurisdiction over any dispute, subject to any different governing law or forum stated in a signed engagement letter. The parties will first try in good faith to resolve any dispute by discussion.

15. General provisions

• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, outages, strikes, government action or pandemics.
• Entire agreement: these Terms, together with any engagement letter, form the whole agreement on their subject matter.
• Assignment: the Client may not assign its rights without our written consent. We may use subcontractors or affiliates, and remain responsible for their work.
• Severability: if any provision is unenforceable, the rest remains in effect.
• No waiver: a delay in enforcing a right is not a waiver of it.
• Notices: formal notices should be sent in writing to the contact details below or as set out in the engagement letter.

16. Changes to these terms

We may update these Terms from time to time. The updated version will be posted on this page with a new effective date. For existing engagements, material changes apply from the next renewal or billing period, or as otherwise agreed in writing. Continued use of the Website or Services after an update means you accept the revised Terms.

17. Contact us

Questions about these Terms? Get in touch and we will be happy to help.