Terms of Service

1. Scope of Services & Infrastructure

Velmer Digital LLC provides elite offshore accounting, tax, and financial professionals ("Talent") from our secured operational facilities in Cebu IT Park, Philippines. Our delivery models encompass individual staff augmentation (Knowledge Process Outsourcing), cross-functional Managed Pods (dedicated multi-disciplinary teams), and fully managed volume workflows (Business Process Outsourcing).

• We provision the human capital, physical facility, biometric security, and the encrypted hardware endpoints.
• Licensed CPA Hub: Velmer Digital LLC is not a licensed US Public Accounting Firm. For turnkey advisory or compliance services requiring certified sign-offs (e.g., IRS tax returns, formal audits), all final reviews and signatures are strictly executed by our network of independent, fully licensed US CPA Partners.
• Depending on the executed Statement of Work (SOW), Talent is deployed individually or within structured Managed Pods under the supervision of a Client CPA firm ("Staffing/KPO"), or outputs are delivered as a managed service ("BPO") with final sign-off facilitated exclusively through our authorized US CPA Partners.

2. Client Data Responsibilities & IRS Section 7216

Because Vance & Cole deploys professionals to assist with US financial and tax data, the Client maintains strict, absolute ownership of their data architecture.

• No Local Storage: Our Talent connects to the Client's systems via secure Virtual Desktop Infrastructure (VDI) or authorized cloud portals. Our endpoints disable local data retention.
• Compliance: The Client is solely responsible for acquiring taxpayer consent under US Internal Revenue Code Section 7216 prior to granting our offshore professionals access to any identifiable tax data.
• We serve purely as a service provider acting on documented instructions within the Client's secure perimeter.

3. Financial Engineering & Billing

Our engagements are structured to optimize Client cash flow while maintaining elite compensation for our Talent:

• Flat-Rate Retainer: Services are billed on a fixed monthly basis, eliminating unpredictable hourly bloat.
• Terms: Invoices are dispatched by Velmer Digital LLC (US) and carry standard NET-15 payment terms.
• Suspension of Service: Failure to maintain financial standing exceeding 15 days past due will result in the immediate suspension of infrastructure access and VPN provisioning to the assigned Talent until arrears are cleared.

4. Intellectual Property & Work Product

All work product, financial models, tax drafts, and documentation created by Vance & Cole Talent during the course of a Client engagement constitute "Work Made for Hire." Upon full receipt of payment, all Intellectual Property rights and ownership transfer immediately and fully to the Client.

5. Non-Solicitation & Circumvention Penalty

We invest heavily in the recruitment, vetting, and training of Top 5% tier accounting professionals. To protect the integrity of our Managed Teams infrastructure:

• During the term of an active Master Service Agreement (MSA), and for a period of twenty-four (24) months following its termination, the Client agrees not to directly solicit, employ, or circumvent Velmer Digital LLC to hire the deployed Talent.
• Liquidated Damages for Breach: In the event of a breach of this non-solicitation covenant, the Client shall be liable for an immediate liquidation penalty equivalent to one hundred percent (100%) of the annualized gross billing rate for the compromised Talent, or $35,000 USD, whichever is greater, payable within Net-15 days.

6. Fiduciary Roles, Independent Contractor & Indemnification

Velmer Digital LLC functions strictly as an independent contractor providing staffing infrastructure and workflow management. Whether services are delivered via staff augmentation (KPO) to a US CPA firm, or as a turnkey managed service (BPO) directly to an end-client, Vance & Cole operates entirely outside the purview of direct fiduciary tax liability.

• We do not guarantee the substantive material accuracy of submitted tax returns, financial audits, or public accounting filings—this remains the ultimate fiduciary duty of the signing, licensed US CPA (whether that is the Client themselves, or an independent CPA Partner engaged through our network).
• The Client agrees to indemnify, defend, and hold harmless Velmer Digital LLC and its Talent from and against any third-party claims, liabilities, IRS penalties, or damages arising out of the accounting services executed directly or indirectly through our infrastructure.

7. Limitation of Liability

While our Talent consists of highly trained accounting professionals, Vance & Cole does not act as a registered public accounting firm, nor do we issue audit opinions or sign tax returns.

The total cumulative liability of Velmer Digital LLC for any claims arising out of the engagement—whether in contract, tort, or otherwise—shall not exceed the total fees paid by the Client to Velmer Digital LLC in the three (3) months explicitly preceding the incident giving rise to the claim. We are not liable for indirect, punitive, or consequential damages.

8. Termination

Either party may terminate an execution order or SOW with thirty (30) days written notice. In the event of a material breach of these terms, including breach of data security protocols by the Client or failure to remit payment, Vance & Cole reserves the right to terminate the agreement immediately.

9. Governing Law & Jurisdiction

These Terms, and any dispute arising from the engagement of Velmer Digital LLC, shall be governed by and construed in accordance with the laws of the State of New Mexico, USA, without regard to its conflict of law principles. Any legal actions shall be brought exclusively in the state or federal courts located in New Mexico.