Last Updated: May 30, 2024
If you are agreeing to this Outsource Agreement not as an individual but on behalf of your company, organization, firm, partnership or other corporate entity, then you agree and acknowledge that you are binding such entity to this Outsource Agreement and that you are fully authorized to do so.
Beppo may update or modify this Outsource Agreement from time to time at its sole discretion. All updates and modifications to this Outsource Agreement will be published on Beppo’s website, and notice of relevant material updates and modifications to this Outsource Agreement will be communicated to you via email, at the email address on record.
Outsource Prerequisites
Prior to being accepted to the Program, you must complete the following:
Once you have all the requirements, kindly send them to partnerships@beppo.com.
Beppo will determine whether you are eligible to avail the Outsource Services once the Prerequisites above have been completed. Beppo reserves the right to accept or decline any organization or individual as a Client regardless of whether the Prerequisites have been met.
Ongoing Obligations
To maintain status as an Outsource Client, you agree to the following:
- Responsible for getting the receipts and transactions from the SME client
- CPA firm to upload to Beppo’s web app or mobile extension
- Review and double-check bookkeeping done by Beppo
- Should give all their data on or before the 5th of every following month
- CPA firm will review and once validated, they will send the tax return to their SME client
- CPA firm will send the payment link to their SME client for payment
Fees and Payments
The fees and payment terms are provided below:
- Beppo will bill the Client in advanced and must be paid within fifteen (15) days upon receipt of the Client. Any catch up work that is needed to be performed will be included in the same bill.
- The fees will depend on the number of SME clients the CPA firm has.
Duration of the Outsource Agreement
This Outsource Agreement is effective immediately upon confirmation and signature of the agreement from Beppo’s end, and remains in force until:
- Superseded by Beppo at any time effective upon the online publication of updated or modified terms – notice of relevant material updates and modifications to this Agreement will be communicated to you via email, at the email address on record.
- This Outsource Agreement is terminated by either party for any reason by providing one month’s notice in writing to the other party
- This Outsource Agreement is terminated by either party, with immediate effect upon written notice being provided to the other party, for that other party’s material breach of any of the terms of this Outsource Agreement.
If this Outsource Agreement is terminated for any reason, you will no longer be able to avail of the Outsource Services provided by Beppo.
For the avoidance of doubt, notwithstanding the termination of this Outsource Agreement, Beppo’s Terms of Use will continue to apply to your use of the Services (as defined in Beppo’s Terms of Use) that Beppo may make available to you as a non-partner, and the following sections of this Outsource Agreement will survive any such termination: “Applicability of Beppo’s Terms of Use”, “Disclaimers”, “Limitation of Liability”, “Relationship of Parties” and “Indemnity”.
Applicability of Beppo’s Terms of Use
This Outsource Agreement applies in addition to, and should be read in conjunction with, Beppo’s Terms of Use, which are incorporated in this Outsource Agreement by reference to the extent applicable and which govern matters in relation to your dealings with Beppo, including limitations on liability, indemnification, intellectual property, and governing law. You acknowledge and agree that all access (including by Invited Users, as defined in Beppo’s Terms of Use) to Beppo’s services will be subject to Beppo’s then current Terms of Use.
In the event of any inconsistency between this Outsource Agreement and Beppo’s Terms of Use, Beppo’s Terms of Use will take priority.
Disclaimers
In regard to the web app and mobile extension, Beppo disclaims any warranties and guarantees. Beppo disclaims all representations, warranties, and conditions, whether stated or implied, to the fullest extent permitted by law. This includes the warranties of merchantability, fitness for a specific purpose, title, and non-infringement. The application is given “as is.”
Limitation of Liability
EXCEPT FOR ANY CLAIM ARISING REGARDING ACCESS TO COMPANY MATERIALS AND COMPANY FACILITIES, CONFIDENTIAL INFORMATION, OR INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES DUE TO BE PAID TO THE CONTRACTOR HEREUNDER.
For purposes of this section, any reference to “the Company” shall include the Company’s affiliates, officers, employees, principals, agents, and contractors.
Terms and Termination
Term
This Agreement remains in effect until terminated in accordance with its terms. Each SOW remains in effect for the term specified in the applicable SOW, subject to termination in accordance with this Agreement or the SOW.
Termination
This agreement is subject to termination if the Client fails to pay the billed amount after a month.
Termination for Breach
Client may terminate this Agreement (and/or any SOWs) if Contractor fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; however, for any breach not susceptible to cure, Client may exercise this termination right immediately upon notice to Contractor. The contractor may terminate this Agreement (and/or any SOWs) if the Client fails to cure any material breach of this Agreement within ninety (90) days after written notice of such breach.
Confidentiality
You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Company’s prior written consent. You shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without the Company’s prior written consent. You shall use not less than the same degree of care it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. For purposes of clarity, your obligations hereunder include taking all actions necessary to ensure that your affiliates, employees, contractors and agents, and any other person or party who obtains Confidential Information from or as a result of the provider abide by the terms of this section in their entirety.
Indemnification
Contractor shall defend, indemnify and hold harmless Client, its Affiliates, and its and their respective officers, directors, employees, sublicensees, customers and agents from and against any and all Actions arising from or relating to: (i) any breach or alleged breach of any representation, warranty or other provision of this Agreement by Contractor, (ii) any infringement or alleged infringement by Contractor, the Services or any Deliverable of any third-party Intellectual Property Rights or (iii) any personal injury or property damage caused by the acts or omissions of Contractor (including all Personnel). Client shall give Contractor written notice of any such Action and Client has the right to participate in the defense of any such Action at its expense. In no event shall Contractor settle any Action without Client’s prior written consent (which consent shall not be unreasonably withheld). From the date of written notice from Client to Contractor of any such Action, Client shall have the right to withhold from any payments due Contractor under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Contractor’s obligations.
Severability
If any part of this agreement is found to be invalid or unenforceable under any relevant law, the ruling will not impact any other provisions of this agreement. Instead, the invalid or unenforceable portion will, if permitted by applicable law, be changed and interpreted to remain in effect. If not, the inappropriate term or provision will be removed, have no effect on any other term or provision of this Agreement, and won’t be deemed invalid or unenforceable in any other jurisdiction.