Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Faro Ventures LLC ("Company," "Faro Ventures," "we," "us," or "our").

By accessing our website at faroventures.co (the "Website"), scheduling a strategy call, engaging our services, or executing a Master Services Agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

2. Description of Services

Faro Ventures LLC provides Managed Nearshore Accounting Departments to US CPA firms, Fractional CFOs, and professional services companies. We deliver white-label accounting capacity with zero-conflict positioning—functioning as your back-office infrastructure without competing for your clients.

2.1 Core Service Offering

Our managed accounting department service includes:

• Dedicated Accounting Professionals: Pre-vetted talent from Latin America operating in EST/CST timezones with seniority levels of Junior (0-2 years), Associate (3-5 years), or Senior (5+ years) experience
• Flexible FTE Capacity: Fractional support at 0.25 FTE, 0.5 FTE, or 1.0 FTE based on client workload requirements
• Managed Infrastructure: Enterprise laptops, secure VPN, Google Workspace, and all necessary technology fully configured Day 1
• End-to-End Management: Local HR, payroll, benefits administration, and daily performance oversight handled by Faro Ventures
• Quality Assurance: Daily supervision, performance tracking, QA reviews, and Account Manager support
• White-Label Integration: Seamless operation within your existing software, email domain, and client-facing workflows

2.2 Accounting Capabilities

Our accounting professionals provide the following services under your direction and supervision:

• Tax Preparation Support: Preparation of tax returns ready for CPA review and signature (does not include licensed CPA review or tax advice)
• Bookkeeping & General Ledger: Transaction recording, journal entries, chart of accounts management, and ledger maintenance
• Accounts Payable & Receivable: Invoice processing, vendor payments, customer invoicing, collections support, and aging report management
• Bank Reconciliations: Monthly bank and credit card reconciliations with variance analysis
• Month-End Close: Period-end procedures, accruals, adjusting entries, and close process coordination
• Financial Reporting: Preparation of P&L statements, balance sheets, cash flow statements, and custom management reports
• Payroll Administration Support: Payroll processing coordination, payroll tax preparation, and compliance documentation
• Controller-Level Oversight (Senior Tier): Strategic financial analysis, budget variance review, internal control recommendations, and stakeholder communication

2.3 Service Exclusions

The following are explicitly excluded from our services:

• Licensed CPA opinions, audits, or attestation services
• Tax advice, tax planning, or representation before tax authorities
• Legal advice or regulatory compliance opinions
• Direct client engagement or business development on your behalf
• Services that would create a conflict of interest with your client relationships

3. Service Engagement and Pricing

3.1 Pricing Structure

Our services are offered on a fixed monthly retainer basis according to the following FTE capacity matrix:

3.2 Payment Terms

• Billing: Monthly retainer invoiced in advance on the 1st of each month
• Standard Payment Terms: Net 15 days from invoice date
• Extended Payment Terms: Net 30 days available for engagements >$6,300/month with 12-month commitment
• Late Payment: Accounts past due by 15+ days may be subject to service suspension until payment is received

3.3 Overflow and Additional Capacity

If workload consistently exceeds contracted FTE capacity by more than 10% for two consecutive months, Client must either:

• Upgrade to the next FTE tier, or
• Pay overflow hourly rates: $75/hour (Junior) or $125/hour (Associate/Senior)

4. Onboarding and Service Launch

Faro Ventures guarantees a 30-day onboarding timeline from signed Master Services Agreement to live operations:

4.1 Onboarding Process

• Days 1-5: Needs assessment, technology stack review, workflow documentation, KPI alignment, and access provisioning
• Days 6-12: Talent matching and deployment, system configuration, enterprise hardware setup, and initial training
• Days 13-21: Supervised execution with your oversight, workflow shadowing, and quality baseline establishment
• Days 22-30: Autonomous handoff, performance review, and transition to ongoing Account Manager support

4.2 Client Responsibilities During Onboarding

Successful deployment requires timely Client cooperation, including:

• System access credentials and software licenses
• Workflow documentation and process guidelines
• Designated point of contact for questions and approvals
• Sample work product for quality benchmarking

Delays in Client responsiveness may extend the onboarding timeline beyond 30 days.

5. Performance Standards and Quality Assurance

5.1 Service Level Commitments

Faro Ventures commits to the following performance standards:

• Timeliness: 95%+ on-time delivery of assigned tasks within agreed deadlines
• Accuracy: <2% error rate on routine bookkeeping and data entry tasks
• Responsiveness: <4 hours response time to Client communications during business hours (EST/CST)
• Availability: Minimum 95% uptime during contracted FTE hours, excluding scheduled holidays

5.2 Quality Assurance Process

• Daily oversight by Faro Ventures management team
• Weekly performance tracking and KPI monitoring
• Monthly quality reviews with Client feedback integration
• Ongoing professional development and training for accounting staff

5.3 Corrective Actions and Talent Replacement

If performance falls below agreed standards:

• Client may request corrective action in writing
• Faro Ventures has 7 business days to remediate performance issues
• If corrective actions fail, Client may request talent replacement within 30 days at no additional cost

6. Confidentiality and Data Security

6.1 Zero-Conflict Commitment

Faro Ventures operates under a strict zero-conflict business model. We function exclusively as your back-office infrastructure and will never:

• Compete for your clients or end customers
• Offer services directly to your client base
• Solicit business relationships that create conflicts of interest
• Disclose your client relationships, pricing, or business strategies to third parties

6.2 Confidential Information

Both parties agree to maintain strict confidentiality of all proprietary information, including:

• Client financial data, tax information, and business records
• Workflow processes, quality standards, and operational procedures
• White-label arrangements and pricing structures
• Technology systems, software configurations, and security protocols

6.3 Data Security Measures

• Encryption of all data in transit (SSL/TLS) and at rest
• Secure VPN access for all accounting professional connections to Client systems
• Multi-factor authentication and role-based access controls
• Regular security audits and employee confidentiality training
• Signed confidentiality agreements with all Faro Ventures personnel

7. Client Responsibilities and Professional Oversight

Client retains ultimate responsibility for:

• Professional Review: Final review and approval of all work product by Client's licensed CPAs or qualified professionals
• Compliance: Ensuring all deliverables meet applicable professional standards, tax regulations, and client contractual obligations
• Client Relationships: Maintaining direct relationships, communications, and service agreements with end clients
• System Access: Providing necessary software licenses, system credentials, and technical access for service delivery
• Workflow Direction: Clear assignment of tasks, deadlines, and quality expectations
• Data Accuracy: Ensuring source documents and client-provided information are accurate and complete

8. Intellectual Property and Work Product

All work product created by Faro Ventures accounting professionals in the course of service delivery is considered "work made for hire" and becomes the exclusive property of Client upon creation. This includes:

• Financial statements, reports, and analysis
• Tax return preparations and supporting schedules
• Bookkeeping records and reconciliations
• Process documentation created for Client workflows

Faro Ventures retains ownership of proprietary methodologies, training materials, quality assurance processes, and operational infrastructure used to deliver services.

9. Term and Termination

9.1 Initial Term

Service engagements have an initial term of 3 months from the Go-Live date, after which the agreement continues on a month-to-month basis unless terminated per Section 9.2.

9.2 Termination for Convenience

Either party may terminate the service engagement with 30 days written notice, provided:

• Client account is in good standing with no outstanding invoices
• Client provides reasonable cooperation during transition period for knowledge transfer

9.3 Transition Assistance

Upon termination, Faro Ventures will provide:

• 2-week knowledge transfer period at no additional cost
• Return of all Client data and work product within 5 business days
• Final invoice reconciliation and prorated refunds if applicable

9.4 Termination for Cause

Either party may terminate immediately for material breach if:

• The breaching party fails to cure within 15 days of written notice
• There is a violation of confidentiality or zero-conflict commitments
• Payment is more than 30 days overdue

10. Limitation of Liability

10.1 Service Limitations

Faro Ventures provides accounting execution services, not licensed professional opinions. We are not liable for:

• Errors resulting from inaccurate or incomplete source data provided by Client
• Professional judgment decisions made by Client's licensed CPAs or qualified professionals
• Tax penalties or regulatory fines resulting from Client's compliance decisions
• Client's end customer disputes or contractual obligations

10.2 Cap on Liability

To the maximum extent permitted by law, Faro Ventures' total liability for any claims arising from service delivery is limited to the lesser of:

• The total fees paid by Client in the 3 months preceding the claim, or
• $10,000 USD

10.3 Exclusion of Consequential Damages

Neither party shall be liable for indirect, incidental, consequential, or punitive damages, including lost profits, business interruption, or reputational harm.

11. Warranties and Disclaimers

11.1 Service Warranties

Faro Ventures warrants that:

• Services will be performed in a professional manner consistent with industry standards
• Accounting professionals possess the education and experience represented in their profiles
• We will comply with applicable confidentiality and data security obligations

11.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 11.1, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. General Provisions

12.1 Governing Law

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles.

12.2 Dispute Resolution

Any disputes arising from these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Cheyenne, Wyoming or via remote proceedings at the parties' mutual agreement.

12.3 Entire Agreement

These Terms, together with the executed Master Services Agreement and Privacy Policy, constitute the entire agreement between the parties and supersede all prior communications and understandings.

12.4 Amendments

Faro Ventures may update these Terms from time to time. Material changes will be communicated via email to active Clients at least 30 days before taking effect. Continued use of services after such notice constitutes acceptance of updated Terms.

12.5 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

12.6 Assignment

Client may not assign or transfer these Terms without prior written consent from Faro Ventures. Faro Ventures may assign these Terms in connection with a merger, acquisition, or sale of assets.

13. Contact Information