Terms and Conditions

1. Introduction

These Terms and Conditions ("Agreement") govern the use of services provided by Finaceal Pvt. Ltd. ("Finaceal," "we," "our," or "us"), a registered private limited company based in Sanepa, Lalitpur, Nepal. Finaceal provides offshore accounting support services exclusively to licensed Certified Public Accountant (CPA) firms and small to mid companies in the United States.

By engaging Finaceal's services or accessing our website, the authorized representative of the CPA firm ("Client," "you," or "your") agrees to be bound by this Agreement. If you do not agree to these terms, please do not use our services.

2. Nature of Services

Finaceal operates as a white-label, back-office support partner. All work product prepared by Finaceal, including tax return drafts, bookkeeping outputs, payroll filings, and financial reports is delivered as draft work product only, for review, approval, and use solely by the licensed CPA firm. Finaceal does not sign, certify, or file any work product. All filings and client-facing deliverables are made exclusively under the CPA firm's Preparer Tax Identification Number (PTIN) and professional license.

Finaceal's name does not appear on any client-facing document, tax return, filing, or communication directed to the end client of the CPA firm.

Services offered include, but are not limited to:

• Bookkeeping and account reconciliation
• Tax return preparation (Form 1040 with all schedules, 1065, 1120-S, 1120, K-1 packages, depreciation schedules)
• Payroll support (Forms 941, 940, W-2, and 1099-NEC)
• Financial reporting and management reports
• Virtual CFO and client advisory support
• Pro forma financial statements
• Tax strategy and planning support
• Other advisory services as per client request

The specific scope, deliverables, turnaround timelines, and pricing applicable to each engagement are set out in a separate Service Agreement or Engagement Letter executed between Finaceal and the Client.

3. Client Responsibilities

The Client agrees to:

• Provide complete, accurate, and timely financial data, source documents, and instructions necessary for Finaceal to perform the agreed services.
• Designate an authorized point of contact responsible for reviewing and approving all draft work product before use or filing.
• Comply with all applicable professional, regulatory, and legal obligations governing the CPA firm's practice, including obligations under the Internal Revenue Code (IRC) and applicable state accountancy laws.
• Obtain all required client consents under IRC §7216 and IRS Reg. §301.7216-2 prior to disclosing or transmitting any US taxpayer information to Finaceal.
• Maintain the confidentiality of access credentials, secure file transfer links, and any shared workspace provided by Finaceal.
• Promptly notify Finaceal of any changes in scope, client data, or regulatory requirements that may affect ongoing work.

Finaceal shall not be responsible for errors, omissions, or regulatory violations arising from incomplete, inaccurate, or untimely information provided by the Client.

4. IRC §7216 — Disclosure and Use of Taxpayer Information

Finaceal handles US taxpayer data solely as a subcontractor acting on behalf of the licensed CPA firm. The CPA firm bears primary responsibility for ensuring that all required consents and disclosures under IRC §7216 and Treasury Regulation §301.7216-2 have been obtained from their clients before any taxpayer information is shared with Finaceal.

Finaceal will not use any taxpayer information received for any purpose other than the specific tax return preparation and accounting support services authorized by the Client. Finaceal maintains internal controls, access restrictions, and data handling protocols consistent with these requirements.

5. Confidentiality

Both parties acknowledge that during the course of the engagement, each may receive or have access to confidential information of the other, including financial records, business processes, client data, pricing, and technical information. Both parties agree to:

• Maintain strict confidentiality of all such information.
• Use confidential information solely for the purpose of fulfilling obligations under this Agreement.
• Not disclose confidential information to any third party without prior written consent, except as required by applicable law or regulatory authority.

These obligations survive the termination of the engagement.

A separate Non-Disclosure Agreement (NDA) may be executed at the Client's request and is available upon inquiry.

6. Payment Terms

Fees for services will be set forth in the applicable Service Agreement or Engagement Letter. Unless otherwise agreed in writing:

• Invoices are due within the payment period specified in the respective agreement.
• Finaceal reserves the right to suspend services in the event of non-payment.
• All fees paid are non-refundable unless Finaceal has materially failed to deliver the agreed scope of services.
• Any additional work beyond the agreed scope will be subject to separate authorization and pricing.

7. Intellectual Property and Work Product

All draft work products prepared by Finaceal and delivered to the Client becomes the property of the Client upon full payment of applicable fees. Finaceal retains no ownership of client-specific deliverables.

Finaceal retains ownership of its internal processes, methodologies, templates, proprietary tools, and software configurations. The Client shall not copy, reverse-engineer, or disclose Finaceal's internal processes to any third party.

8. Data Security

Finaceal maintains a comprehensive written information security program (WISP) aligned with the NIST Cybersecurity Framework (CSF) and CIS Controls v8 IG1. Security measures include, but are not limited to:

• AES-256 encryption for data at rest and in transit
• Multi-factor authentication (MFA) on all systems and accounts
• Biometric access controls for physical office entry
• Role-based access controls limiting data exposure to authorized personnel
• A 24-hour breach notification commitment to affected clients
• Annual internal security audits

Finaceal's security posture is designed to support compliance with the FTC Safeguards Rule as applicable to the CPA firms we serve. Full details of our security practices are available on our Security page.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Finaceal's total liability to the Client for any claims arising out of or related to this Agreement, whether in contract, tort, or otherwise shall not exceed the total fees paid by the Client to Finaceal in the three (3) months immediately preceding the claim.

Finaceal shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including lost profits or data loss, even if advised of the possibility of such damages.

Finaceal's liability is further limited where errors or omissions arise from inaccurate, incomplete, or untimely information provided by the Client or the Client's end clients.

10. Termination

Either party may terminate services by providing written notice as specified in the applicable Service Agreement. Upon termination:

• The Client shall pay all outstanding fees for work completed or in progress.
• Finaceal will securely return or destroy Client data in accordance with agreed data retention and destruction protocols.
• Both parties' obligations of confidentiality shall survive termination.

Finaceal may terminate services immediately and without notice in the event of material breach of this Agreement, non-payment, or where continued engagement would violate applicable law or professional standards.

11. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Nepal. In the event of any dispute arising from or in connection with this Agreement, the parties agree to first attempt resolution through good-faith negotiation. If unresolved, disputes shall be subject to the exclusive jurisdiction of the courts of Kathmandu, Nepal.

Nothing in this clause limits either party's right to seek urgent injunctive or equitable relief in any competent jurisdiction.

12. Amendments

Finaceal reserves the right to update these Terms and Conditions at any time. Material changes will be communicated to active clients by email. Continued engagement with Finaceal following the effective date of any amendment constitutes acceptance of the revised terms.

13. Contact

For questions regarding these Terms and Conditions, please contact:

• Finaceal Pvt. Ltd.
• Address: Sanepa, Lalitpur, Kathmandu, Nepal
• Phone: +977 9802348583, +977 9802348580
• Email: info@finaceal.com