Brevenu, LLC Terms of Service 

Updated: August 1, 2024

We know it’s easy to skip over these Terms of Service, but it’s necessary to clarify what you can expect from us and our Services and what we expect from you. 

Overview

These Terms of Service (“Terms,” or “Agreement”) constitute a binding contract between the user that accepts this Agreement (“you,” ”your,” “client,” ”“taxpayer,” and “management”) and Brevenu, LLC, a Pennsylvania Restricted Professional Limited Liability Company (“Brevenu,” ”we,” “us,” and “our”). These Terms govern your access to our Services and all accessible information through our website at https://brevenu.com (“Site”) inclusive of any desktop or mobile applications (collectively referred to as the “Services”). 

Your rights to the Services are licensed, not sold, and are not assignable or transferable and intended exclusively for personal, non-commercial use or internal business purposes only. If you agree to these Terms on behalf of an organization, partnership, household, or other entity, then you represent to us that you have the authority to bind that entity, and that the entity agrees to be bound to this Agreement. In these cases, “you,” ”your,” “client,” “taxpayer,” and “management” will also refer to that entity and any successors to your role in the entity. If you agree to these terms without the authority of an organization, partnership, or entity then you agree to these terms personally on your own behalf.

Please review this document carefully as your use of the Services also constitute an acknowledgement that you have read, understood, and agree to be governed by these Terms in its entirety without modification. By registering for the Services, using the Services, receiving the Services following your written request for the Services, or by clicking an “I Accept” or similar button you acknowledge that you will comply with these Terms. If you do not agree to these Terms you must not access our website or use the Services.

Services may be subject to supplemental terms requiring additional agreement via engagement letter (“letter”) and are incorporated by reference and considered to be part of this document. Supplemental terms of such additional Letter(s) govern to the extent of conflict with these Terms.

Services

We will provide Services to you for the term of this Agreement, subject to your payment of applicable fees and compliance with the Terms contained herein.

Description of Services

Our Services include, but are not limited to, financial process consulting, financial records clean-up, bookkeeping and payroll support, and compliance filing preparation and monitoring. Services may be performed one-time or on a recurring weekly, bi-monthly, monthly, quarterly, or annual basis. Services may be provided singularly or packaged into pay-as-you-go/pay-per-filing plans, subject to certain limitations, and may include additional optional services upon request. Activity may be tiered into service levels and activity in excess of usage or involvement limitations is subject to be supported at the next highest service level tier or incrementally billed, as applicable.

Quality of Services

In performing the Services, we will comply with the descriptions and representations as to the Services (including, without limitation, accuracy, completeness, characteristics, standards and requirements) set forth in this Agreement and any subsequent Engagement Letter. The Services will not violate any applicable law, rule or regulation. The Services will be performed by qualified personnel in a workmanlike manner with at least the level of care that is standard in our industry. We are the lawful owner or licensee of any materials used by you in the performance of the Services called for in this Agreement or we have all applicable rights necessary to convey to you the unencumbered ownership of the materials.

Modification of Services

We may add or remove services and modify service usage or involvement limits at any time, which may or may not include modification of pricing. If changes we make to an existing plan will unfavorably impact you, you will be notified at least sixty (60) days in advance. 

Independent Contractor

It is agreed and understood that our and our employees’ and agents’ relationship to you is that of an independent contractor and in no way does this agreement establish an exclusive arrangement.

You acknowledge that our work may be performed at locations remote to you. You must not provide any insurance coverage of any kind for us or our employees, and you may not withhold any amount that would normally be withheld from an employee’s pay from our fees. We determine the method, manner and means by which our Services are performed. We are not required to perform the Services during a fixed hourly or daily time. If the Services are performed on your physical premises, then our time spent on the premises will be at your discretion, subject to your normal business hours and facility security requirements.

Services provided by our employees and agents are fractional services only. We have no fiduciary duties to you or your business in the way a full-time employee would. As such, you agree not to misidentify or misclassify us or any of our employees and agents as employees or officers of your organization to anyone.

Intellectual Property

You retain ownership of the intellectual property rights in your data. We retain ownership of the intellectual property rights in our Services. We do not claim ownership over any of your data. This Agreement does not grant us any licenses or rights to your data except for the limited rights needed for us to provide the Services, and as otherwise described in this Agreement. We may retain de-identified aggregate data to support the improvement of the Services.

User Data 

In connection with our Agreement, we will communicate with you and others via email transmission. Given that emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of our services. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

In the course of registering for and using the Services, you must provide us with your personal, business, and financial information. Which we will store on third party servers and handle in accordance with our privacy policy.  To access your information You will need to create an account using your email, a password and Multi-factor Authentication (”Credentials”). You are responsible for maintaining and protecting your Credentials in connection with the Services. You are solely responsible for all activities that occur under your account, whether or not you authorized that activity.

If your contact, business, or account information changes, you must notify us promptly and update your information to keep such information current. You should immediately notify us of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you must notify us immediately. We reserve the right to replace your Credentials at any time for any or no reason. We are not responsible for any internet outages, unsecured WiFi or any other interference with your access to the portal.

See our privacy policy https://brevenu.com/privacy for additional information.

SMS Messaging

Indemnification

You agree to indemnify, hold harmless, release, and defend us, our employees, and our agents from any liability, expenses, including reasonable attorney’s fees, costs, damages, settlements, penalties, claims, or obligations resulting from your willful misrepresentation to us or resulting from any actions against us by third parties arising from or relating to your use or misuse of the Services of your breach of these Terms.

Payment

Unless otherwise set forth within additional Letter(s), payment must be made within three (3) days of receipt of our invoice or agreed upon periodic payment based on hours worked and recorded by our employee(s) or for any expenses for which you owe or otherwise agree to reimburse us or chargeback to you. Payments for our services may be subject to sales tax, use tax, or any other tax imposed on sales proceeds. If these taxes are applicable they will be your responsibility. We may also require you to authorize us to electronically collect payment of our Fees via ACH or credit/debit card. Credit card transactions may be subject to a transaction fee surcharge. Invoices for recurring Services as specified within any Letter(s) are invoiced on the first (1st) of the month and covers all work to be completed through that month.

Hourly invoices, whether incurred as an addition to recurring services or as a singularly performed service may be invoiced in arrears based on hours worked and recorded by our employees and agents along with any expenses for which you owe or otherwise agree to reimburse us within any additional Engagement Letters.

We will invoice you via email and include any other specified persons, as applicable. Invoices unpaid thirty (30) days after the date of invoice delivery to you are subject to late fees of 3% interest accrued on the unpaid balance monthly as well as a work stoppage. Invoices unpaid after sixty (60) days are considered to be in breach of contract in fault of you.

Term and Termination

This Agreement is effective on the day you register for the Services, use the Services, receive the Services following your written request for the Services, or by clicking an “I Accept” or similar, whichever is earlier. You acknowledge that you will comply with these Terms and agree that portions of these Terms pertaining to your usage of our site and its information survive termination of this Agreement. You may terminate remaining parts of this Agreement in whole or in part at any point for any reason. If you do not agree to these Terms you must not access our website or use the Services. 

We may terminate this Agreement in whole or in part at any point with or without for reasons including, but not limited to the following:

• you are at fault for a material breach of this agreement

• we discover you are engaged in a prohibited business or are conducting Illicit or illegal activities

• you terminate or suspend business,

• you become subject to any bankruptcy or insolvency proceeding under Federal or state statute,

• you become insolvent or become subject to direct control by a trustee, receiver or similar authority; or

• Your business has wound up or liquidated, voluntarily or otherwise.

Disclaimer of Warranties

We will make a reasonable effort to obtain from you the information necessary for us to perform the Services. We operate under a good-faith belief that the information provided by you is truthful, accurate, and complete. 

Our services are provided “as-is” and there is no guarantee that the services or the results of the use of services will meet your needs or expectations. There is no guarantee that services will be uninterrupted, error-free, timely, or secure.

We are neither a legal service nor do we provide any legal advice. You are responsible for ensuring that you are in compliance with the laws and regulations applicable to your activities.

Non-Disclosure 

The exchange of sensitive or proprietary information (“Confidential Information”) may occur throughout our performance of the Services. Both you and us agree that neither should disclose any confidential information to any third-party without prior written consent, except as required by law, and this clause will survive termination of the Agreement.

This section does not apply to information that is previously provided by you without restriction to disclosure, already in our possession, generally known to the public, or lawfully received by a third-party that has the right to disseminate that information.

Your confidential information and user data are owned by you. Your User data will be considered confidential subject to the following exclusions.

Governing Law

These terms and all claims or procedural issues are governed by the laws of the State of Pennsylvania without regard to any state’s conflict of laws provisions. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in Philadelphia County, Pennsylvania.

Notwithstanding anything contained herein, you agree that regardless of where you are domiciled or where this Agreement is physically signed, this Agreement shall have been deemed to have been entered into at our offices located in Philadelphia County, Pennsylvania.

Dispute Resolution

The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Any controversy or claim arising out of or relating to this Agreement, or the breach of the same, will be aim to be initially settled through consultation and negotiation in good faith and a spirit of mutual cooperation for up to fifteen (15) days commencing on the date when one party gives written notice to the other party of any controversy or claim. 

If this attempt fails, you agree that disputes will subsequently be resolved by binding individual arbitration. Both you and us are each individually waiving the right to trial by jury, or participation in any class action or representative proceeding. Further, you acknowledge that your rights under this agreement will be determined by a single arbitrator. You also agree to give up your right to go to court or to assert or defend your rights under this contract, except for matters brought to small claims court. 

You acknowledge that you will only resolve disputes on an individual basis and waive your right to  resolve claims within a consolidated, represented or class action.

Severability

If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objective.