VARC Solutions Terms & Conditions

Updated as of 06/06/2025

1.      Parties. This client services agreement (“Agreement”) is a contract between VARC Solutions, LLC (VARC) and your company (you). 

2.      Services, Fees, and Expenses.

2.1.    Fees. VARC agrees to provide you with requested services. You agree to pay us for requested services (whether or not an additional Agreement is executed for such services) and authorize us to make charges, on a monthly, bi-monthly, or weekly basis, if applicable, to your payment method on file. Any additional work will be billed at the current hourly rates for professionals utilized by VARC, unless otherwise agreed in writing.

2.2.    Rate increases. VARC’s rates normally increase at the end of each year to keep pace with the market and inflation. We will notify you of any changes in billing rates. Notification of any adjustments to VARC’s rates shall be provided via email or other written notice by December 1 of each year. If you reject the new rates within thirty (30) days of receiving such notice, VARC shall discontinue services and this Agreement shall terminate automatically, otherwise you agree to abide by such updated billing rates for services and products provided.

2.3.    Actual hourly billing (not estimated). Unless specified otherwise in this Agreement, VARC work is billed at an hourly rate, in 15-minute increments. Any estimates of time or costs related to a project are just that: estimates. Although our estimates are made in good faith based on the information you provide and our experience, myriad factors can come into play and result in longer times or higher costs than estimated.

2.4.    Flat-rate bookkeeping or other services. Any contracted ongoing and recurring flat rate, bookkeeping, or other services will commence upon execution of this Agreement and continue until the end of the calendar year in December, with automatic renewals each January 1 for subsequent 12-month terms.  VARC shall provide notice of the upcoming renewal by December 1 each year and you may reject the renewal by providing VARC with written notice. Agreed flat rates are subject to change if changes in scope are requested and/or if volume of work materially increases or decreases beyond starting levels. This provision only applies if we have agreed to provide services on a flat-rate basis.

2.5.    Database development services. All database or system development work related to your project is billable, whether that is scoping, workflow documentation, project management, initial development, updates/fixes, and ongoing maintenance. Billable development services includes client requested changes, changes based on client usage or updates, updates based on new or changed data requirements or assumptions, as well as development updates required by platform or 3^rd party application changes.

2.6.    Billable time. Any time VARC spends working for you or in furtherance of your project is billable. Examples of billable work include the following: data manipulation, data scrubbing, design, development, documentation, emails, project planning, report customization, telephone calls, text messages, training, video conferences, etc.

2.7.    Non-Billable time. Calls and emails with our sales staff, customer service, or scheduling team are non-billable. Consulting or training calls with developers, technicians, bookkeepers, or consultants are ONLY non-billable IF your flat-rate scope of services includes an allotment of time for those calls. Calls and emails will be billed regardless of the result of the call or email, even if a particular issue or problem is not resolved within that call or email thread. You understand and agree that the time spent attending to your matters is the service being billed, and that VARC is not responsible for a particular result or outcome.

2.8.    Minimum charges. Any billable services in a given billing week will incur a minimum charge equal to the greater of (a) $85, or (b) the cost for 30 minutes of that service, regardless of the actual time spent.

2.9.    Billing. VARC bills weekly on Monday for hourly services rendered, and invoices are due upon receipt. Flat rate services are billed and due on the 1^st of the month or upon renewal as applicable. Products and goods (e.g., software, hardware, etc.) are invoiced and due at the earlier of the time of purchase, installation, or renewal. For hourly services, you have five calendar days from the invoice date to review and question any charges, after which your payment method on file will be used to collect payment against the invoice.

2.10. Credit card chargebacks or bounced checks. We reserve the right to charge a reasonable fee (up to the greater of $35 or 5% of the amount of the chargeback) to recoup merchant chargeback fees or bank accessed bounced check fees.

2.11. Interest on Past-Due Accounts. Unpaid fees and expenses are past due if not paid within 30 calendar days of the billing date. You agree to pay interest on past-due amounts at a rate of the lesser of 10% per year, or the maximum rate allowed by law. Interest charges will be calculated on all past-due amounts and added to the following month’s billing statement, at VARC’s sole discretion.

3.      Client Information Required; Communication in Writing.  You agree to promptly supply all bookkeeping and accounting documentation in a timely manner. Delays in providing the necessary information will cause delays in our services.  In the event you fail to communicate with VARC and this condition continues for ten business days, we may continue to bill for any monthly, bi-weekly, and/or weekly recurring services and provide services to the degree VARC is able with the information provided.  You agree that VARC is not responsible for verification of information provided and that VARC will rely upon documentation and information provided by you in order to facilitate VARC’s services, goods, and products. Any communication regarding services should be in writing, such as fax or email.

4.      Incorporation by Reference of Terms of Service. VARC uses Quickbase software by Quickbase, Inc. and QuickBooks software by Intuit Inc. for some of its solutions. To the extent we use these products as a solution for you, their manufacturer’s terms of service are incorporated by reference into this Agreement. If there is a conflict between this Agreement and those terms of service, this Agreement prevails. Quickbase’s and Intuit’s terms of service are available on their websites:

https://www.quickbase.com/terms-of-service

https://quickbooks.intuit.com/global/terms-of-service/

5.      Subscription Services. Any software and other subscriptions purchased through VARC (e.g., QuickBooks software, hosting services, Quickbase, and Add-On Tools) will renew automatically each year unless you provide written notice of cancellation to VARC 45 days prior to your renewal. Cancellation may result in data loss and in no event are we liable for data loss due to cancellation.

6.      No Warranties. VARC may recommend that you purchase or install computer hardware, computer software, or other goods or services based on client provided information at the time of the recommendation. However we cannot guaranty the quality or functionality of any third-party service or software. It is your sole responsibility to fully evaluate any goods or services before you decide whether to buy them.

If you purchase any goods or services from or through VARC, the sole warranties are those provided by the manufacturer or vendor from whom we acquire them. Regardless of how any such goods or services are acquired, VARC itself makes no representations or warranties of any kind, whether express, implied, or statutory. Any express, implied, or statutory warranties that might otherwise arise—including the implied warranty of merchantability and the implied warranty of fitness for a particular purpose—are excluded. All software sales are final. This provision is not intended to and does not relieve any other party (i.e., a manufacturer or seller other than VARC) of any warranty obligations unless the other party’s obligation would flow through to VARC (through indemnity obligations or otherwise), in which case the warranties are excluded in their entirety as to all parties.

7.      Disclaimer of Legal and Investment Advice.  VARC’s services under this Agreement do not constitute legal or investment advice. VARC recommends that you retain legal counsel and investment advisors to provide such advice, if necessary.

8.      No Brokerage Or Investment Monitoring or Advisory Statements.  If you provide VARC with copies of brokerage (or investment advisory) statements and/or read-only access to your accounts, we will use the information solely for the purposes of providing services under this Agreement. VARC will rely on the accuracy of the information provided in the statements and will not undertake any action to verify this information. VARC will not monitor transactions, investment activity, provide investment advice, or supervise the actions of the entity or individuals entering into transactions or investment activities on your behalf. VARC recommends you receive and carefully review all statements upon receipt, and direct any questions regarding account activity to your banker, broker, or investment advisor.

9.      Limitation of liability. Due to VARC’s reliance upon your disclosures and information provided, and furthermore due to the fact that VARC is being retained strictly in order to perform the scope of work contained in this Agreement, and not performing an audit or independent verification of the completeness of the information provided, you agree that VARC’s liability to you, in the event that a dispute should arise concerning the work performed, will not exceed the amount of the fee actually paid by you and received by VARC within the twelve (12) months prior to the dispute. You agree the Firm will not be liable or have any duty to reimburse you for any penalties related to information not furnished to the Firm that you should have furnished. You agree that if VARC breaches this Agreement, or any warranties or duties arising out of or related to it, its liability for damages cannot exceed the sum of the payments actually paid by you under this Agreement for the service, good, or product at issue.  This is your exclusive remedy for any claims or damages arising out of or related to this Agreement. You agree that VARC is not responsible for any further claims or any further liabilities for damages (even if we have been advised of the possibility of any such damages) arising out of or in connection with this Agreement.

10.   Confidentiality. VARC will not share your information with other parties without your express permission, except when required by law. We maintain commercially reasonable physical, electronic, and procedural safeguards to protect your information. If VARC receives a subpoena, court order, government request, or other third party request or order for information, VARC shall notify you in writing of such request and you may request VARC to resist such request so long as you indemnify VARC for all costs (including attorney’s fees, penalties, and fees) related to resisting such request. If such resistance is ultimately unsuccessful, VARC shall disclose information pursuant to a valid court order, or under threat of criminal or civil penalties.

11.   No Third-party Beneficiaries. You and VARC are the sole parties that may take advantage of this Agreement. There are no third-party beneficiaries to this Agreement.

12.   Proprietary Information.  You acknowledge that proprietary information, documents, materials, management techniques, and other intellectual property VARC uses are a material source of the services we perform and were developed prior to our association with you. Any new forms, software, documents, or intellectual property we develop during this engagement for your use shall belong to VARC, and you shall have the limited right to use them solely within your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements, and other documents which we make available to you are confidential and proprietary to VARC. Neither you, nor any of your agents, will copy, electronically store, reproduce or make available any such documents to anyone other than your personnel and other advisors, as needed. This provision will apply to all materials whether in digital, “hard copy” format, or other medium.

13.   Employee Buy-Out Provision.  If you hire one of our employees or contractors, either as an employee or contractor to you or any of your Affiliated Entities, during your engagement, or within 18 months of completion of your engagement, you agree to pay VARC an “Employee Buyout Payment” that shall be equal to either 100% of the annualized highest concurrent three month average of fees (over the last 24 months of our engagement(s) with you) billed by VARC to you, or the employee’s (or contractor’s) previous 12-month salary (or earnings) paid to them including benefits and payroll taxes, whichever is higher. The Employee Buyout Payment shall be due and payable immediately upon the date our previous employee or contractor starts work with you. “Affiliated Entities” for purposes of this provision shall include any company that you and/or your shareholders, members, partners, trustees, or owners maintain any control over the operations or hiring of, or any company or joint venture of which you and/or your shareholders, members, partners, trustees, or owners have a 10% or greater interest in either voting rights or equity ownership. This provision, and any fee created by it, shall exist in addition to any employment agreement or contract that we have with our employees and contractors including any client purchase agreement. This provision and any costs it creates may not be cancelled for any reason.

14.   Mediation. As a condition precedent to resorting to litigation, any disputes arising out of or connected with this Agreement must be submitted to nonbinding mediation in Brazoria County, Texas, in accordance with the rules for alternative dispute resolution set forth under Texas law. We will mutually cooperate to select the mediator to be used. All meetings, correspondence, and negotiations conducted in accordance with this provision are settlement negotiations and, as such, may not be used in any court proceeding for any purpose other than to establish compliance with this article. Any and all information, negotiation, and results of the mediation will remain confidential. The mediation is not binding on either party.

15.   Attorney’s Fees. Both you and VARC are entitled to recover reasonable attorneys’ fees, expenses, expert fees, and court costs in connection with any dispute that arises under this Agreement, with attorney’s fees being collectible by the prevailing party. For purposes of this provision, a party is a “prevailing party” if it is involuntarily dismissed (e.g., by summary judgment), voluntarily dismissed (e.g., by nonsuit), is found less than 50% liable, or if the other party is found more than 50% liable. The award of attorney’s fees by a court is mandatory and not subject to reduction or discretion.

16.   Choice of Law; Forum Selection. This Agreement, and the parties’ rights and duties arising from or relating in any way to the subject matter of this Agreement, will be governed, interpreted, construed, and enforced in accordance with the laws of the State of Texas, but without regard to its conflict-of-law rules. In addition, exclusive jurisdiction over any dispute or suit arising, directly or indirectly, hereunder or relating to this Agreement—regardless of whether the dispute or suit is based in contract, tort, statute, or otherwise— lies with the courts of the State of Texas, or the United States District Courts within the State of Texas. The parties consent and submit to the jurisdiction of the courts of the State of Texas and the United States District Courts within the State of Texas. The parties irrevocably stipulate that (1) this Agreement was drafted, negotiated, and entered into in Brazoria County, Texas; (2) VARC’s principal office in the State of Texas is located in Brazoria County; (3) this Agreement has a substantial relationship to the State of Texas and Brazoria County, Texas; and (4) the parties to this Agreement will perform a substantial amount of this Agreement in Brazoria, County Texas.

17.   Waiver of Jury Trial. The parties waive any right to trial by jury of any claim (1) arising under this Agreement or any other instrument, document, or agreement executed or delivered in connection with it, and (2) in any way connected with or incidental to the dealings of the parties with respect to this Agreement or any other instrument, document, or agreement executed or delivered in connection with it, or the transactions related to the Agreement. This waiver of jury trial applies regardless of whether the claim is now existing or hereafter arising, and regardless of whether it is based in contract, tort, or otherwise. Each party agrees and consents that any such claim will be decided by a bench trial without a jury. Any party to this Agreement may file an original counterpart or copy of this section with any court as evidence of the consent of the parties hereto to the waiver of their right to a jury trial.

18.   Acceptance, entire agreement, and waiver. This agreement is the entire agreement between the parties, is intended to be a complete, final, and exclusive statement of the terms of the Agreement, and supersedes all previous communications, representations, and agreements, whether oral or written, with respect to the subject matter herein. No agreement or understanding modifying the terms of this Agreement is binding on either party unless written and executed by an authorized representative of each party. A benefit, right, or duty provided by this Agreement is deemed waived only when expressly agreed in writing between the parties. The waiver of one instance of any act, omission, condition, or requirement does not constitute a continuing waiver unless specifically so stated in a written waiver. You agree that you have not relied on any oral or implied representations in entering this Agreement. You agree that you have not relied on any written representation, outside of this Agreement, in entering this Agreement.

19.   Notices. All notices relating to this Agreement must be in writing and delivered to the other party by USPS, email, courier-receipted hand delivery, certified mail with return receipt requested, fax, or overnight courier service (e.g., FedEx). VARC’s address is listed at the top of this Agreement. Either party may change its address or fax number for notice purposes by giving written notice to the other party of its new address or facsimile number. Notwithstanding the foregoing, any notification required under Section 2.2 (regarding rate increases) may be provided by any written means, including email and USPS first-class mail.

20.   Insolvency. If a petition in bankruptcy is filed by or against you, if you make an assignment for the benefit of creditors, or if a receiver is appointed for your business, then you will be in default of this Agreement and all your obligations will become immediately due and payable.

21.   Assignable. This Agreement is assignable by VARC and you agree to be bound by the terms of this Agreement as to any assignee, so long as assignee agrees to uphold VARC’s obligations, duties, and responsibilities under this Agreement with regard to provision of products and services.  This Agreement is not assignable by you, and any attempt to assign this Agreement by you is null and void.

22.   Force majeure. Any failure of performance by a party (other than your payment obligations, or other event that is your responsibility under this Agreement) that is due to acts of civil or military authority, national emergencies, fire, flood, or other catastrophes, Acts of God, pandemic, quarantine, insurrection, war, riots, terrorism, or failure of transportation will be deemed not to be a default by such party.

23.   Severability. If any of the provisions, terms, or clauses of this Agreement are declared illegal, unenforceable, or ineffective by a court of competent jurisdiction, those provisions, terms, and clauses are severable such that all other provisions, terms, and clauses of the Agreement will remain valid and binding on the parties. If any provision, term, or clause of the Agreement is so severed, there will be added in its place a provision as similar in terms to the severed provision as is possible, legal, valid, and enforceable.

24.   Definitions. Throughout this Agreement:

24.1. “Claims” includes all arbitration proceedings, claims, demands, debts, lawsuits, liabilities, and causes of action of whatever nature that are now recognized by law, or that may be recognized in the future (by statute, regulation, judicial decision, or in any other manner), whether in contract, strict liability, or tort, or arising under or by virtue of any statute, ordinance, governmental regulation, standard, or rule.

24.2. “Damages” includes all losses, liabilities, damages, or remedies of any kind that are now recognized by law or that may be created or recognized in the future (by statute, regulation, judicial decision, or in any other manner), including, without limitation, the following: actual damages, attorneys’ fees, business interruption, bodily injury, consequential damages, death, delay damages, economic damages, exemplary/punitive damages, expenses, fees, expert fees and expenses, incidental damages, legal expenses, lost profits, non-economic damages, personal injuries, pre-judgment interest, post-judgment interest, property damage, special damages, etc. These definitions must be construed broadly.

24.3. “Including” and its related conjugations have the same meaning as “including but not limited to.”

25.   Headings. Headings in this Agreement are for convenience only. They are not substantive and do not affect the content of the text in any way.