These Terms of Service (“Terms”) govern access to and use of services provided by Feline Consulting LLC (“Company,” “we,” “us,” or “our”), including outsourced finance, accounting, staffing, and related business process services (the “Services”).
If you (“Client,” “you,” or “your”) purchase Services from us, these Terms apply to your use and your relationship with us. Specific service details (scope, rates, deliverables, schedules, staffing levels, and responsibilities) will be set out in one or more written statements of work, order forms, or addenda (each an “Order Form”). Each Order Form is incorporated into these Terms.
Company will provide only the Services described in an applicable Order Form. Any changes to scope, deliverables, staffing, schedules, or responsibilities must be agreed in writing and may result in additional fees.
Company is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Talent remain employees/contractors of Company (or affiliates). Company is responsible for Talent compensation, payroll, benefits, taxes, and employment compliance.
Client must provide timely access to information, systems, documentation, and cooperation needed for the Services. Client remains solely responsible for all business, operational, accounting, financial, tax, regulatory, and management decisions and for the accuracy/completeness of Client Data.
Company may rely on Client Data and instructions without independent verification and is not liable for issues arising from inaccurate, incomplete, or late information or instructions.
Company may act on instructions delivered electronically, orally, or in writing where Company reasonably believes they come from Client or authorized representatives. Client is responsible for ensuring instruction-givers are authorized and for the legality of instructions.
Services may involve Third-Party Services. Company does not control or warrant third-party availability, security, functionality, or terms. Client is responsible for maintaining required Third-Party Services and complying with their terms. If a Third-Party Service changes or becomes unavailable, Company may modify Services accordingly without liability.
If Client or Client’s third parties change systems/configurations used for Services, that may cause rework, delays, or additional fees. Company may delay deliverables, charge remediation fees, and/or terminate impacted Services if changes materially prevent efficient delivery.
Where Company provides access to Company Technology, Client is responsible for credential confidentiality, internal access controls/permissions, all user activity, and compliance with law. Client must promptly notify Company of suspected credential compromise or unauthorized access.
Client must not misuse Services or Company Technology (e.g., unauthorized access attempts, bypassing security, transmitting malicious code, scanning systems, or illegal use). Company may suspend/terminate Services if Client use creates legal, security, or operational risk.
Unless expressly stated in an Order Form, Services do not include audit, assurance, attestation, examination, certification, legal advice, investment advice, or tax return preparation. Company is not a public accounting firm and does not provide services requiring a CPA license. Client should consult licensed professionals as needed.
Client will pay fees set out in the applicable Order Form. Fees are based on the agreed scope and are not contingent on outcomes, utilization, or perceived value. Out-of-scope requests may be billed as additional services upon written agreement.
Except as stated in an Order Form/Addendum or as expressly provided under the warranty remedy below, fees are non-refundable and non-creditable once billed or paid.
Unless otherwise stated in the Order Form, Company invoices monthly in advance for recurring Services. Invoices are due within five (5) calendar days of invoice date, without deduction, setoff, or withholding, in U.S. Dollars by electronic transfer or another Company-approved method.
Client is responsible for bank/wire/processing/foreign exchange/intermediary fees so Company receives the full invoiced amount. If fees reduce the amount received, Client must reimburse the shortfall.
Fees exclude sales/use/VAT/withholding or similar taxes. Client is responsible for such taxes, except taxes based solely on Company’s net income.
Undisputed late amounts accrue interest at 1.5% per month (or max allowed by law). If undisputed invoices remain unpaid beyond five (5) days after written notice, Company may suspend Services, withhold Work Output, and/or reassign resources until paid. Payment obligations continue during suspension.
Client may not withhold, offset, or deduct amounts unless Company expressly agrees in writing.
Receiving Party will use Confidential Information only for performing/receiving Services and disclose only to representatives with a need to know and confidentiality obligations at least as protective as these Terms.
Each Party will maintain commercially reasonable safeguards consistent with the nature/sensitivity of information and will notify the other Party of unauthorized access/disclosure and cooperate to mitigate and comply with applicable law.
Confidentiality does not apply to information that becomes public without breach, was lawfully known, independently developed, or lawfully obtained. If disclosure is legally compelled, Receiving Party will provide prompt notice (if permitted) and disclose only what is required.
Upon termination or request, Receiving Party will return or securely destroy Confidential Information, subject to lawful archival/backup retention.
Confidentiality obligations survive for two (2) years after termination; trade secrets/personal data remain protected as long as confidential/protected under law.
Subject to full payment, Work Product expressly identified as deliverables in an Order Form will be “work made for hire” to the extent allowed by law. If not “work made for hire,” Company assigns Work Product rights to Client upon full payment.
Company retains ownership of pre-existing or reusable tools, templates, methodologies, systems, and know-how (“Background IP” / “Company Materials”). No ownership transfers to Client.
If Background IP is embedded in Work Product, Company grants Client a perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use it internally solely with the Work Product. Client may not exploit Background IP independently.
Client owns Client Data. Client grants Company a limited license to access/use/process Client Data solely to perform Services, maintain security/integrity, comply with law, and improve service delivery in an aggregated/anonymized manner. Company will not sell Client Data or use it for unrelated marketing.
Company warrants Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for similar services.
Client must notify Company in writing of alleged nonconformance within thirty (30) days of performance. Company will have a reasonable opportunity to investigate and cure.
Client’s exclusive remedy for breach is, at Company’s option: (a) re-performance / replacement of personnel; or (b) refund of fees paid for the specific month of nonconforming Services, capped at the greater of fees paid for that month or $1,000.
Except as expressly stated, Services and related technology/materials are provided “as is” and “as available,” and Company disclaims other warranties (including merchantability, fitness, title, non-infringement, accuracy, completeness, or uninterrupted performance). Company does not guarantee outcomes or metrics.
Company is not responsible for third-party system availability/performance/security. Company Technology is provided “as available” and not warranted to be uninterrupted, secure, or error-free; no system is perfectly secure.
Except for willful misconduct or fraud, indemnification obligations, or Client payment obligations, each Party’s aggregate liability is capped at fees paid by Client during the three (3) months preceding the event giving rise to the claim. Indirect, incidental, special, consequential, exemplary, or punitive damages are excluded (including lost profits/revenue/data/opportunity, business interruption, or substitute services).
Each Party will indemnify the other for third-party claims arising from material breach, gross negligence/willful misconduct, violation of law, or bodily injury/property damage. Company also indemnifies Client for Talent employment/classification-related claims and IP infringement claims related to Services/Work Output. Client indemnifies Company for claims arising from Client instructions/decisions, Client data/materials/systems, and Client legal/regulatory violations.
Disputes will be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules. Seat/venue: Sheridan, Wyoming. One arbitrator. Wyoming law applies (without conflicts rules). Each Party bears its own fees unless the arbitrator awards otherwise. Either Party may seek temporary injunctive relief to protect Confidential Information or IP rights. Jury trial and class action rights are waived; disputes proceed on an individual basis.
Neither Party is liable for delays/failures (except payment obligations) caused by events beyond reasonable control (e.g., disasters, war, pandemics, governmental actions, internet/power failures, or third-party provider failures). If dedicated resources are reserved, fees may continue during the event. If a force majeure event lasts more than thirty (30) days and materially prevents performance, either Party may terminate only the impacted Services/Order Form.
These Terms are governed by Wyoming law. Subject to arbitration provisions, court proceedings permitted solely to enforce an arbitration award or seek injunctive relief will be brought in state or federal courts in Sheridan County, Wyoming.
Note: This page summarizes key contractual terms and incorporates Order Forms/Addenda that may contain additional requirements. If you have questions, please contact us before purchasing Services.