Services Agreement

THIS SERVICES AGREEMENT (the “Agreement”) is entered as of 11/30/2021 (the “Effective Date”) by and between Say Bookkeeping LLC dba Tentho, a Delaware limited liability company (“Tentho”) and YOU (the “Client”) (Tentho and Client individually as the “Party” and collectively the “Parties” to this Agreement).

1. Scope of Services. Tentho shall provide the below services (the “Services”) to Client. Any additional Services are to be mutually agreed upon between Client and Tentho in writing and attached to this Agreement as an additional schedule.

(a) QuickBooks Online account subscription;
(b) Chart of accounts customization;
(c) Transaction import, classification and reconciliation of accounts;
(d) Issuance of monthly financial statements;
(e) Liaise with QuickBooks Online customer support as needed;

In order for Tentho to be able to provide the Services, the Client agrees to provide Tentho with the following items:

(a) Access to QuickBooks Online account;
(b) Access to monthly payroll reports (if applicable)
(c) View only access to applicable bank accounts;
(d) View only access to applicable credit card accounts.
(e) Any other materials requested in our agreed Proposal, if applicable.

2. Fee. As compensation for the Services, Client agrees to pay the following fees (the “Fee”) to Tentho:

Tentho Membership Plan:

• $200/mo Varo Solo for ongoing services defined in the scope of work.
• $300/mo Varo Pro for ongoing services defined in the scope of work.
• $450/mo Varo Premium for ongoing services defined in the scope of work.
Monthly Fees shall be paid by Client to Tentho on the every 30 days beginning from the enrollment date.

Tentho Non-Membership Plan:

• Amount as specified in the agreed Proposal between the Client and Tentho.

3. Term and Termination. The term of this Agreement ("Term") shall be for a period commencing as of the Effective Date and continuing until terminated by either Party on thirty (30) days prior written notice.

4. Independent Contractor. Tentho is acting as an independent contractor, and nothing contained in this Agreement or in the relationship between Tentho and Client shall be deemed to constitute a partnership, joint venture, employment, or any other relationship, except as specified pursuant to the terms of this Agreement. Tentho may retain contract accountants, who are supervised by our employees but not employed by our firm, who reside inside or outside the US. Tentho shall be solely responsible for Tentho's own taxes and insurance.

5. Confidentiality. Without the prior written consent of Client, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate governmental agency, Tentho shall not disclose any trade secrets, financial information, project pro formas, marketing plans, sales plans, management organization information (including data and other information relating to members of management), operating policies or manuals, business plans, financial records, or other financial, commercial, business or technical information relating to Client or its subsidiaries and/or affiliates or information designated as confidential or proprietary that Client may receive belonging to others who do business with Client (collectively “Confidential Information”) to any third person, unless such Confidential Information has been previously disclosed to the public by Client or is in the public domain. This paragraph shall survive the termination hereof or expiration of the Term hereof.

6. Indemnity of Tentho. Client hereby agrees to indemnify, defend and hold harmless Tentho, and its officers, directors, employees, and agents from and against any and all expenses (including attorney’s fees), costs, claims, any and all matters of action and actions, causes of actions, suits, controversies, damages, judgment, execution, claims of whatever nature, in law or in equity, that any individual, corporation, firm or other legal entity may have against Tentho in connection with: (i) the performance of the Services hereunder; (ii) any misrepresentation by Client under or related to this Agreement; or (iii) the negligence or willful misconduct of Client in connection with or related to this Agreement. This section shall survive termination of this Agreement.

7. Limitation of Liability. Tentho cannot be relied to discover or disclose errors, fraud, or other illegal acts that may exist within the data, documents, or information provided by Client. As such, Tentho is not liable or otherwise responsible to Client, or any related third party, for failure to identify or disclose any errors, fraudulent or illegal activity. The cumulative aggregate liability of Tentho for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever and regardless of the form of action or legal theory, shall be limited to the direct damages incurred by Client and shall not exceed the amounts paid hereunder.

8. Insurance. Tentho shall maintain Errors and Omissions (E&O) Insurance in accordance with reasonable standards in the industry. All insurance policies will remain in effect until the termination of this Agreement.

9. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof.

10. Attorneys' Fees. In the event that any litigation between the parties herein should arise as the result of any breach or alleged breach of this Agreement, the prevailing party in said litigation shall be entitled to recover its costs and reasonable attorneys' fees (through both trial and appellate levels) from the non-prevailing party.

11. Governing Law. This agreement shall be construed and interpreted in accordance with and shall be governed by the laws of the State of Florida, United States of America, without regard to principals of conflict of law and irrespective of the fact that one or more parties hereto is now or may hereafter be a resident of a different state, jurisdiction or country.

12. Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Each party understands and agrees that any portable document format (PDF) file, electronic, facsimile or other reproduction of its signature on any counterpart shall be equal to and enforceable as its original signature and that any such reproduction shall be a counterpart hereof that is fully enforceable in any court or arbitral panel of competent jurisdiction.

13. Waiver of Jury Trial. THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the Effective Date.

    CLIENT

















    SAY BOOKKEEPING, LLC (dba Tentho).

    Giuseppe Salamone

    Co-Founder