1. Scope of Services & Operational Capability

The Service Provider shall deliver a Managed Finance & Revenue Operations Unit™. In alignment with the Provider’s "Operational Infrastructure" model, the engagement provides a dedicated finance operations department. Services include accounts receivable and payable coordination, billing operations, collections, reconciliation, financial administration, and executive finance reporting, backed by 5KEYS leadership and QA.

Representative activities include accounts receivable follow-up, accounts payable intake, billing preparation, collections coordination, exception reconciliation, and financial reporting. The specific workflows, approval rules, and billing models shall be confirmed during onboarding.

2. Specialist Assignment & Personnel Replacement

The engagement is entered into with 5Keys Business Solution and not with any specific individual. The Service Provider recruits, supervises, trains, compensates, and manages assigned personnel, and may replace, reassign, or supplement a similarly qualified resource due to resignation, leave, performance, workload balancing, or business-continuity needs. Nothing herein creates an employer-employee relationship between the Client and any assigned personnel.

3. Delivery Standards & Operating Rhythm

The Service Provider shall use commercially reasonable efforts to meet agreed operational SLAs, reporting cadences, and turnaround standards during the agreed service window. The Client acknowledges that delayed approvals, missing documentation, or third-party system outages may affect processing timelines.

4. Fees, Advance Payment & Security Deposit

The Client agrees to pay $3,600 per department, per month for the services described in Clause 1. Prior to commencement, the Client shall pay one (1) month in advance plus one (1) month security deposit. The security deposit is applied to the final month of service upon valid termination, provided all balances are paid and the Client has complied with this Agreement.

5. Invoicing, Late Payment & Suspension

Fees are billed in advance and due on or before the agreed billing date. If payment is delayed, the Service Provider may pause services, restrict system access, and halt finance operations coverage until balances are settled. Timelines or service levels missed due to delayed payment shall not be deemed a breach by the Service Provider.

6. Client Cooperation & System Access

The Client shall provide timely instructions, escalation protocols, and secure access to the billing, accounting, and financial management systems required to perform the services (for example, the Client’s ERP, invoicing software, or banking portals). The Service Provider is not responsible for delays caused by platform downtime or unresponsive vendors/customers.

7. Licensing Boundaries & Professional Responsibility

The Service Provider provides finance and revenue operations coordination only. The Service Provider is not a licensed accounting firm, tax advisor, or statutory auditor, and does not provide statutory audit, tax advice, treasury authorization, or regulated financial advice. All financial authorizations, tax filings, and final accounting determinations remain solely the responsibility of the Client and its internal personnel. Assigned specialists act only within Client-defined financial operating protocols.

8. Customer Data & Confidentiality

The Service Provider shall handle customer financial information, vendor records, and business data with strict confidentiality and use commercially reasonable safeguards. All customer-facing communication follows Client-approved scripts and protocols. Confidentiality obligations survive termination.

9. Performance Expectations & No Outcome Guarantee

The Service Provider shall use commercially reasonable efforts to prioritize invoices, follow-up on receivables, and coordinate approvals accurately. Because finance operations are influenced by customer payment delays, vendor responsiveness, and third-party bank processing, the Service Provider does not guarantee specific collection recovery rates, payment timelines, or cash-flow outcomes.

10. Scope Boundaries & Additional Work

Services are limited to the finance capabilities, workflows, and coverage hours agreed in writing. Additional departments, new entities, or materially increased transaction volume may require separate written approval and may be billed at prevailing rates. Third-party accounting software licenses, ERP platforms, tax filing fees, and external vendor charges are explicitly excluded and remain the financial responsibility of the Client.

11. Confidentiality & Data Security

Each party shall maintain the confidentiality of the other’s proprietary, operational, financial, and strategic information, and use commercially reasonable safeguards to protect electronic information and documentation. These obligations survive termination of this Agreement.

12. Intellectual Property

Client-supplied financial data, vendor records, and business materials remain the property of the Client. The Service Provider retains ownership of its pre-existing management systems, SOP templates, handling frameworks, dashboards, workflows, and proprietary operating methods.

13. Non-Solicitation & Non-Circumvention

During the term and for twelve (12) months following termination, the Client shall not directly or indirectly solicit, hire, or contract with any personnel introduced or assigned by the Service Provider without prior written consent, whether directly or through a third party.

14. Independent Contractor & Non-Exclusivity

The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employer-employee relationship. This is a non-exclusive engagement; the Service Provider may serve other clients provided no confidential Client data is misused or shared.

15. Limitation of Liability

To the fullest extent permitted by law, the Service Provider shall not be liable for indirect, incidental, consequential, special, or punitive damages, lost revenue, property damage, or business interruption arising from finance operations. The Service Provider’s total aggregate liability shall not exceed the fees actually paid by the Client during the three (3) months immediately preceding the claim.

16. Term & Termination

This Agreement operates on a month-to-month basis unless otherwise agreed in writing. Either party may terminate with not less than thirty (30) days’ written notice. The Service Provider may suspend or terminate immediately for non-payment, material breach, misuse of personnel or systems, unauthorized solicitation, or confidentiality breach. The security deposit is applied to the final billing period.

17. Dispute Resolution & Arbitration

The parties shall first attempt to resolve any dispute through good-faith negotiation. Unresolved matters shall be submitted to binding arbitration in a mutually agreed jurisdiction, except where injunctive or equitable relief is necessary to protect confidential information, intellectual property, personnel, or proprietary systems.

18. Force Majeure

Neither party is liable for delay or failure in performance caused by events beyond reasonable control, including internet or telephony outages, accounting platform downtime, power failures, severe weather, natural disasters, or civil unrest. Timelines and SLAs shall be reasonably waived where such events materially affect performance.

19. Electronic Signatures

This Agreement may be executed electronically. The parties agree that electronic signatures and electronically generated records have the same legal effect as handwritten signatures to the fullest extent permitted under the U.S. Electronic Signatures in Global and National Commerce (ESIGN) Act and the Uniform Electronic Transactions Act (UETA) where applicable.