Master Service Agreement

1. Nature of Services (Staff Augmentation)

Vance & Cole operates as an elite managed services infrastructure provider specializing in the United States accounting and tax preparation industry. Service Provider supplies dedicated, full-time offshore accounting professionals ("Managed Staff") to integrate directly into the Client's existing workflow. Our personnel are physically located and managed within our strict ISO 27001-aligned and physically secured cleanroom facilities in Cebu IT Park, Philippines.

Service Provider is strictly a staff augmentation firm and not a licensed United States CPA firm. Service Provider provides processing capacity but does not provide final professional accounting, attest, or legal assurance opinions. All final work product and taxpayer sign-offs remain the explicit legal responsibility of the Client.

2. Fees and Payment Terms

Client shall pay Service Provider the monthly B2B retainer fees as set forth in the applicable Statement of Work (SOW). Billing operates on a flat-rate monthly cycle corresponding to the allocated capacity.

Invoicing: Invoices will be issued electronically. Unless specified otherwise in the applicable SOW, all invoices are due Net-15 days from the issue date. Unpaid balances beyond thirty (30) days are subject to a late fee of 1.5% per month or the highest rate permitted by law, whichever is lower. Service Provider reserves the right to suspend direct services without penalty upon significant delinquency.

3. Non-Solicitation & Restrictive Covenants

During the term of this Agreement and for a period of twenty-four (24) months following its termination or expiration, Client agrees that it shall not, directly or indirectly, solicit, hire, recruit, or engage as an independent contractor any of Service Provider's Managed Staff or internal employees without explicitly executing a "Direct Hire Buyout Agreement."

Buyout Clause Penalty: Should Client breach this provision or wish to rightfully purchase a Managed Staff member's contract, Client agrees to pay Service Provider a liquidated buyout fee equaling twelve (12) months of that specific professional's annualized billing rate. This fee compensates for the extensive resources expended by Vance & Cole to vet, train, and maintain our premium talent pool.

4. Confidentiality & Non-Disclosure

Both parties agree to hold in strict confidence any proprietary or confidential information, including but not limited to Client Data, firm methodologies, pricing models, and security infrastructure blueprints. Neither party shall disclose Confidential Information to any third party except as needed to execute this Agreement or as mandated by law. This obligation shall survive the termination of this Agreement perpetually for trade secrets.

5. Data Security & IRS Compliance

Because Service Provider interacts with sensitive financial data, we enforce a Zero-Trust operational architecture compliant with GLBA and IRS-WISP administrative safeguards. Vance & Cole strictly provisions all production hardware with:

• Hardware-enforced BitLocker/FileVault encryption.
• Physically and digitally disabled USB and peripheral mass storage capabilities.
• IP-restricted static network routing securely tunneling directly to US infrastructure.

IRS Section 7216: Client acknowledges that if Vance & Cole personnel are utilized for the direct preparation of United States federal tax returns, Client is solely responsible for obtaining explicit written consent from its taxpayers prior to sharing said tax data with our offshore personnel, pursuant to Internal Revenue Code (IRC) Section 7216 and accompanying Treasury Regulations.

6. Insurance & Limitation of Liability

Except for liabilities governed exclusively by the E&O policy or indemnification obligations, in no event shall either party's aggregate liability arising out of or related to this Agreement exceed the total retainer fees paid by the Client to Service Provider under the applicable SOW during the three (3) months preceding the event giving rise to the claim. Neither party shall be liable for indirect, punitive, or consequential damages.

7. Mutual Indemnification

Both parties agree to indemnify and hold harmless the other, its officers, and employees from and against any third-party claims arising out of gross negligence, willful misconduct, or a direct breach of confidentiality obligations. Client specifically indemnifies Service Provider against damages resulting from erroneous Client Data supplied to Managed Staff or final unreviewed transmissions made by Client to the IRS.

8. Term & Termination

Service Provider operates primarily on flexible monthly retainers to ensure performance accountability. Either party may terminate this Agreement without cause by providing thirty (30) days formal written notice.

Upon termination, Service Provider shall immediately revoke system access and assist Client in a smooth, secure transition of any residual Client Data off our infrastructure in alignment with strict deletion protocols.

9. Independent Contractor Status

The offshore personnel supplied under this Agreement are exclusively employed and managed by Vance & Cole (or its designated APAC subsidiaries). Velmer Digital LLC acts strictly as an independent contractor to Client. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between Client and Service Provider's personnel.

10. Dispute Resolution (Binding Arbitration)

In the interest of resolving disputes swiftly and efficiently, any dispute, claim, or controversy arising out of or relating to this Agreement, including breach or termination thereof, shall be resolved exclusively by binding, confidential arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Client waives any constitutional rights to have disputes decided in a court of law before a judge or a jury, and further agrees to waive any rights to participate in class-action or consolidated litigation.

11. Force Majeure

Service Provider shall not be held liable for any failure or delay in performing its duties resulting from circumstances beyond its reasonable control, including but not limited to severe acts of nature (e.g., typhoons affecting the APAC grid), internet infrastructure collapse, acts of war, or severe global pandemics. During a Force Majeure event, billing may be proportionally paused if Service cannot be rendered for extended durations.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, USA, without giving effect to any choice or conflict of law provision. The arbitration locale, or jurisdictional venue for matters exempt from arbitration, shall explicitly be Bernalillo County, New Mexico.