Terms & Conditions of Agreements with XSI

Merchant Services: (“MS”)

• The MS industry is complex in that when a customer uses a Credit Card or the like with heavy reward payouts or a Corporate Card, the costs of taking those cards is very high. Hence, XSI’s small cut of the MS fee’s become even smaller. In these cases, if XSI is providing rebates based on MS fee’s, the calculations cannot include where the costs are high due to these type of described cards used. In brief, when XSI makes less money due to these complexities, XSI cannot pay out the rebates. In some cases, XSI loses money, in fact.
• Please find other related terms regarding MS under the Rebate Program & Advertising Business Model. All of those terms also apply to any XSI MS user.
• XSI can only compare rates based on whatever XSI is provided by the prospective customer from their current MS company. IF there are other charges that XSI is not aware of or cannot control, XSI is not responsible for those other unknown or out of XSI’s control costs. Any competitive rates provided are approximations. It is not guaranteed by XSI since the cards used can be entirely different going forward and/or other market changes. Typically the savings take place similarly to what is provided in our rate comparisons. But, and again, it cannot be guaranteed. No other companies in the industry guarantee rate comparisons either (in terms of exact savings). All savings are approximations.
• IF XSI provides hardware and there is a cost to the hardware, XSI has a right to charge the customer for said hardware. 

Software:

Software is paid at the beginning of each month on the 1st or closest day to the 1st which is a weekday. A form of payment – electronic payment via Credit Card or ATM card – must be on file at all times for any and all XSI Software and Services even if your company pays by ACH. Software is charged in advance of service as is the industry standard. This includes XSI’s Software or any Software that XSI may be re-selling. IF a customer cancels Software Service, a final accounting will be provided and refunds or overages will also be provided / accounted for.

Disclaimer & As-Is Provisions

Most of the Terms of this Agreement are extremely straight forward and between how the Agreement is written and what is listed on the Company’s (“XSI) Website, there should be no need for further explanations. Still, let us proceed with extreme caution and spell out disclaimers and as-is provisions here. Please see below.

• XSI is not providing financial advice in the case of our Virtual Employees (“VE”) through our Business Process Outsourcing (“BPO”) Services when we’re contracted to provide Bookkeeping Services or Accounting Services. XSI does not give any financial advice. XSI’s BPO Services are merely supplying the labor to perform the Bookkeeping or Accounting Services. It is the responsibility of each of our customers to abide by the laws and our customers should always seek our their own legal or tax advice through professionals who are experts in this space. AND, those experts should feel free to work with XSI’s BPO VE’s to remain within the guidelines of the laws. These Services are being purchased from XSI on an as-is basis.
• XSI’s VE’s through our BPO Services are consultants at very low monthly or hourly rates. Regardless of what form of engagement with XSI’s VE’s, these VE’s are to be trained by the purchaser and managed by the purchaser as if they are employees directly employed by the purchaser. 
• XSI may supply some training on an hourly basis for VEs purchased from XSI. XSI may also supply some direction/management on an hourly basis for the use of VEs. XSI may supply some amount of free training and management and those amount of hours will be spelled out in the Agreement. If XSI is not charging for the training or management of VEs, then XSI has zero responsibility or accountability for training or management. 
• XSI supplies VEs with Telemarketing and/or Appointment Setting services. XSI is, in no way, guaranteeing any Sales and/or Marketing results for Telemarketing or SEO Services or Lead Generation Campaigns. While XSI believes that using XSI’s VEs for Telemarketing and/or Appointment Setting Services is of strong value, XSI is not guaranteeing results, or is XSI supplying these VEs for Telemarketing and/or Appointment Setting Services on a contingency basis whereby base pay is foregone UNTIL there is success defined by the purchaser. IF XSI is supplying VE’s on a contingency of success basis, then this will be spelled out in the Agreement. 

• Payroll Set Up is generally done by the Customer. Payroll Set Up is defined by the initial Set Up with the State (for US based customers). These Set Ups usually require ownership involvement. Additionally, each State is different. In the exceptions where XSI will assist in Payroll Set Up at the State Level, it’s critical to know that ownership participation is highly likely a requirement including potentially decision making and more than likely signatures. QBO Payroll Set Up is, of course, part of XSI’s role. Please keep in mind that while each State is different, most States will hold an owner individually responsible for any payroll tax liability.

• Payroll Tax Indemnification. IF XSI is engaged in a Bookkeeping / Accounting role, XSI will be indemnified from any Payroll Tax exposure. Generally, it is the owners responsibility to make certain payroll tax is in compliance with each State. XSI cannot be officially copied on any State payroll tax information as this tends to be solely for ownership. Moreover, XSI cannot respond to any payroll tax State needs as this also tends to be done by ownership. XSI can not and does not, therefore, have any exposure from our customers for payroll tax matters. XSI highly encourages our customers to use Intuit’s QBO Payroll verions with Payroll Tax Insurance.

• Client acknowledges that XSI is providing bookkeeping services only and is not acting as a licensed tax advisor, CPA, or attorney. Any sales tax calculations, estimates, or figures prepared by XSI are based solely on information provided by Client and are for bookkeeping purposes only.
  Client agrees to indemnify, defend, and hold harmless XSI, its owners, employees, and agents from and against any and all claims, liabilities, penalties, fines, interest, losses, or expenses (including reasonable attorney’s fees) arising out of or related to any sales tax calculations, filings, assessments, or audits, including but not limited to any errors resulting from inaccurate, incomplete, or untimely information provided by Client.
  Client remains solely responsible for the accuracy, completeness, and timely remittance of all sales tax obligations to the applicable taxing authorities. XSI makes no warranty, expressed or implied, regarding the accuracy of any sales tax calculation or its compliance with federal, state, or local tax law.

• Client acknowledges that XSI provides bookkeeping services only and is not acting in the capacity of a licensed Certified Public Accountant (CPA), tax advisor, or attorney. All work performed by XSI is based solely upon information, documents, and records provided by Client.
  Client agrees to indemnify, defend, and hold harmless XSI, its owners, employees, and agents from and against any and all claims, liabilities, damages, penalties, fines, interest, losses, or expenses (including reasonable attorney’s fees) arising out of or related to:

  The accuracy or completeness of information, records, or documents provided by Client;
  Any financial decisions made by Client based on bookkeeping records or reports prepared by XSI;
  Any tax liabilities, penalties, or audits arising from Client’s financial records or activities;
  Any failure by Client to review, approve, or timely act upon bookkeeping reports or findings provided by XSI.

  Client retains full responsibility for reviewing all bookkeeping work product for accuracy and accepts sole responsibility for all financial, tax, and legal obligations arising from Client’s business operations. XSI makes no warranty, expressed or implied, that its bookkeeping services constitute legal, tax, or financial advice.

• XSI has 3 hourly rates for Bookkeeping and Accounting; low, medium, and hi which relate to experience & skill set. IF your company is contracted for a low rate but your scope changes and requires medium or hi rates, the billing will be automatic. The rates are too low for XSI to ask for permission BEFORE billing.
• XSI is not guaranteeing any results from strategic partners or vendors that are supplied to purchasers through XSI’s Sales or Promotion. These Services and/or Products are sold as-is.
• When XSI is engaged for training and/or managing, then with the purchaser of these services and strive to reach goals set by the purchaser. XSI does not and will not guarantee results. 
• If payments are not made by the purchaser, XSI is going to cut off Products and/or Services at the earliest time. XSI is, in no way, fronting money for Purchasers. Any non-payment by purchasers will be sought by XSI through legal actions and will be subject to 15% interest per month. Legal fees incurred by XSI will be paid for by the purchaser in default.

• XSI reserves the rigth to cancel any service to any customer at any time. IF the services are contracted through a written agreement, XSI will follow the written agreement. IF the services are through an oral agreement, XSI will follow a reasonable path forward allowing the customer to shift to new services. In the case where XSI is offering services at $0 cost and there are no associated other paid for services to XSI, then XSI may change the terms of the agreement at any time without notice since there are no profits to offset $0 cost purchases associated with this possible scenario. Services purchased from XSI sister companies where XSI has ownership, will count as paid for services. At this time, those entities are: Recruiting Path, Inc. and Xceleran Business Funding Solutions, Inc. 

• Reputation Management Success is not guaranteed in any form through this Agreement. The Company has had previous success and while this is a statistical probability of future success, each customer is unique and, therefore, no guarantee can be provided for these services XSI is also not responsible, in any way, for any digital footprint negative changes or problems.

• XSI is not guaranteeing any results from various Digital Marketing Services. Much of the results depend on many variables including the customer’s participation. Clearly, the objective is to drive results. Guarantees cannot be made, however.
• Cancellations through Credit Card Companies to stop Recurring Charges are not valid forms of cancellation through this Agreement. 
• QuickBooks, or any Intuit-related product, pricing is subject to Intuit’s policies. IF Intuit raises prices, then XSI prices will go up automatically. The same would be true IF Intuit decreases prices. Intuit charges XSI Sales Tax and, accordingly, XSI charges the identical sales tax to your company. If your Company is except from Sales Tax, XSI would need to understand this BEFORE we sign an Agreement in an effort to get Intuit to comply with that exemption. IF Intuit does not comply and they continue to charge Sales Tax to XSI, your Company will be charged Sales Tax from XSI.
• IF your Company asks an XSI representative to upgrade a service over the phone, on a Zoom, or in a live chat, then XSI will upgrade that service. Your Company cannot, then, dispute, the upgraded charges and seek a refund.
• If a customer does not pay their invoices, then any data or property from that customer will not be returned until the invoices are paid in full.
• Any and ALL cancellations need to be done in writing (email is fine) from the signer of the agreement/license holder with administrative authority. XSI cannot accept written instructions for cancellation of services from anyone but the signer of our agreements/license holders (administration level). Whether your Agreement with our Company is written or oral, this point applies. Oral contracts are as valid as written contracts and subject to all the Terms of Service located on the XSI site. IF a customer has used a service for a period longer than 90 days and paid for it during that time, the customer cannot claim to “cancel” the service by simply pulling the form of payment on file or asking their CC provider for a refund on those services. Moreover, some services are subject to a notice period. This is especially true where a service is not an XSI organic Service but rather supplied by a 3rd party. That 3rd party might have terms that require a notice period for cancellation. During this notice period, billing would naturally continue. Additionally, some products have a potential harmful effect on our customers IF XSI acts too quickly in the cancellation of a service. For instance, XSI would never want our customers to suffer from their Software, their Website, their VoIP Phone Lines, or any other aspect of their business operating to suffer hard in the event of cancellation BUT that cancellation had a moving of this service to a new vendor. IF a customer wants their site hosting service cancelled but yet moved to another provider, XSI would bill the customer until the customer lets XSI know that the site has been moved successfully. The customer needs to let XSI know in writing that all is well with the moving of the service.
• If there are adjustments in the economy, landscape, law, global events, currency values/rests, and/or but not limited to corporate changes at partners such as but not limited to Intuit due to force majeure events and/or evolutions, then XSI reserves the right to adjust pricing and/or other terms to contracts accordingly.
• Invoices due and/or contracts agreed to with XSI are settled in U.S. Dollars. Should the US Dollar be replaced with a different or modified currency, obligations to XSI would be due in that new or replaced currency.
• XSI may, from time to time, update, add, or delete terms of services under any and all sections of this set of Terms. XSI may, from time to time, send terms update notifications, however, XSI is not obligated to email or notify customers of any changes to the terms..

Custom or Semi Custom Software Deliveries:

ALL Franchisor Agreements are Semi Custom Software Deliveries.  Many Dealer network Agreements are as well.  For the purpose of any XSI Agreement, the following terms may use the words Franchisor (“Zor”) and Franchisee (“Zee”) but these terms are interchangeable with Dealer, Master Dealer, Multi Unit Dealer, Multi Unit Franchisee, or SMB (Small to Medium Sized Business) or Multi Unit SMB.  The word customer refers to the Agreement is signed with.  In the case where the Franchisor is having XSI bill the Franchisee directly, the customer is both the Franchisor and the Franchisees.

• As such, IF XSI performs work to provide a semi-custom or fully custom delivery to a Franchisor with no up-front costs covered, XSI would need a minimum of 12 months revenue from the customer prior to the customer able to cancel the contract. The revenue would need to be a minimum of $5,000 per month for the 12 month period.  If the contract terms do not add up to $5,000 per month with the current level of Franchisees for any Franchisor agreement, then XSI could invoice the customer for the difference between 12 months of $5,000 / mo. and whatever the actual revenue added up to.  The invoice would need to be paid at the time of contract cancellation.
• IF XSI performs a custom integration of Software, outside of what XSI provides directly or through a distribution agreement XSI has in place, for a Franchisor without the Franchisor paying for up front Engineering costs, XSI requires 12 months of revenue from the contract at a minimum of $5,000 / month for each custom integration done at $0 cost up front. IF the Franchisor does not provide this amount of revenue from the normal contract terms agreed to, XSI can invoice the Franchisor for the difference at the end of the 12 month period.  This short fall invoice would need to be paid upon the receipt of an invoice from XSI to the Franchisor.  The same would apply for a Franchisor who allowed XSI to perform any custom integration work but then decided to cancel the contract before said revenue in this term here was achieved.
• Since XSI is providing custom software or semi-custom software and if XSI is doing so without up-front Engineering costs covered, XSI can begin invoicing regardless of the Franchisor’s permission as long as the deliverable is reasonably completed. This means that a perfect deliverable is not necessary for initial billing.  The deliverable just needs to be reasonably complete.
• Timeline for deliverables is not a term the Franchisor can use to nullify a contract unless XSI agrees. Often custom or semi customer deliveries are difficult to judge a timeline.  For instance, if an API for an integration is cumbersome or less than well documented, this could heavily effect the timeline.
• If a Franchisor wants to “test” the software with their Franchisee base, they may do so but only with a minimum commitment of revenue provided to XSI.
• Each Franchisor / Dealership network agreement is one whereby XSI is onboarding customers provided by the Franchisor or Dealer, not selling individual Franchisees or Dealers UNLESS specifically agreed to in a written contract signed by both parties. IF XSI is required to sell each location, then the terms of the original Agreement, be that in written contract form or oral agreement, will require adjustments as XSI does not include Commission / Compensation payments in our normal onboarding agreements to Franchisor / Dealer Networks.
• IF XSI provides custom integration without a written contract and the Franchisor or opposing party provides documentation and/or other specifics, such as but not limited to, access to software through API’s, Servers, or discusses the specifications or directs how the integration should work, then XSI has bound the terms of the working relationship as an oral agreement and, hence, all terms on the XSI website apply in addition to other terms agreed to along the way by both parties.
• IF XSI places the Franchisors terms for each Franchisee up on XSI’s site per the Franchisor (which could be orally directed, directed in writing, or directed through collaboration of the content), and there is not, yet, a written contract, then XSI has bound the terms of the working relationship as an oral agreement and, hence, all terms on the XSI website apply in addition to other terms agreed to along the way by both parties.
• IF a Zor has a Zee that will not comply with the terms of the agreement, the Zor is technically out of compliance with the contract. XSI may be willing to charge a compliance fee of no less than $50 per month or the equivalent of the profit lost on that Zee, whichever is more accurate, to remedy the matter for the short term.
• IF XSI’s pricing for a Franchisor are dominated (meaning 75% of XSI’s profits would be obtained through Merchant Services usage) by Merchant Services usage and the Franchisor or Main Dealer attempts to cancel the agreement even when XSI has completed custom integration without up front payments, then XSI will require 2 forms of compensation in order to cancel the agreement whether that is a written agreement or oral. Those 2 forms are: 1). the reasonable Engineering Costs XSI spent to perform the custom integration. 2). 12 months of Merchant Services Revenue at the averages stated by the Franchisor for 80% of their Franchisees. These payments would be due upon request by XSI with no delay regardless of the Franchisors anticipated roll out / onboarding schedule UNLESS XSI specifically agrees to delay invoicing for these amounts.
• IF XSI builds a semi custom solution with co-branding for a Franchisor and the Franchisor does not implement the solution, then XSI may issue the Franchisor a warning to launch the solution. If the solution is still not launched within 30 days of the warning and the Franchisor cancels or intends to cancel the agreement with XSI AFTER XSI built the semi custom solution, then XSI can bill the Franchisor for 1 year of Services per the Agreement at the size the Franchisor is at the time of the cancellation.
• IF XSI prices the Franchisor Agreement with any component of the invoiced items at $0 cost, 0% Margin, or a steep discount of 30% or more off standard pricing and if XSI steps that pricing over time (for example, 50% discount for year 1 and year 2 with normal pricing thereafter), then XSI has the right to invoice the customer for the full standard pricing back to month 1 of the Agreement, for every discounted component, should the customer cancel the Agreement before 5 full years (60 months) of revenue is realized for XSI. Discounted pricing is directly related to the time the agreement is in place.  To achieve discounts for a year or two and then cancel the agreement when the pricing adjusts is unfair to XSI who took the risks in the early years with discounts or even high discounts with the expectation that the later years would be profitable to XSI.  Therefore, the pricing reset is a firm term of any XSI Agreement.  IF XSI ALSO invested in custom integration/s at $0 up front costs, then the additional invoiced item for the contract to be terminated before 5 full years (60 months) of billing would also include the retail price of each integration which can be found on the Company’s website pricing section (configurator) which is approximately $20,000 per integration.

Example:

• Year 1 QBO Essentials at $0 over XSI cost (or 30% off MSRP).
• Year 2 QBO Essentials at $0 over XSI cost (or 30% off MSRP).
• Year 3 QBO Essentials at $ over XSI cost (or 10% off MSRP).
• Year 4 QBO Essentials at $0 over XSI cost (or 0% off MSRP).
• Year 5 QBO Essentials at $0 over XSI cost (or 0% off MSRP).
• Year 1-4         Franchisor Central at 50% off fixed pricing of $40 per location.
• Year 5 Franchisor Central at 25% off fixed pricing of $40 per location.
• Year 1 & 2           Franchisee Central at $0 cost from a normal price of $40 per location.
• Year 3-5   Franchisee Central at $20 per location a discount of 50%.

In this example, let’s assume the customer seeks to no longer have XSI provide the QBO Essentials from year 4 onward.  Coincidentally this is when XSI would begin to make profit on QBO Essentials relatives to the previous 3 years.  Additionally, this is a bundled pricing scheme.  So XSI would have the contractual right to bill QBO Essentials for the past 3 years at MSRP (the delta of what was collected) and adjust the XSI Franchisor Central Software pricing upward in XSI’s favor.  IF this case also provided $0 cost up front integration, then XSI would also invoice this item for $20,000.

• XSI’s Semi-Custom / Custom Franchisor / Franchise software is set for data pulling 1X per day with an option to manually update data. IF a customer uses data excessively over this standard, the pricing will likely be effected and XSI would have the right to adjust the pricing upward based on the data usage.
• IF XSI offers a tiered pricing for non-XSI Software whereby XSI is making little to $0 profit and that pricing is tiered over a number of years, XSI is clearly seeking to make profit in the later years from that non-XSI Software. Therefore, if a Customer seeks to provide that Software from another source but for the same Software, then this is a violation of the Agreement with XSI. In this case, XSI can back bill the customer back to the first month of the contract at the full MSRP of the Software.  Moreover, since a component of the Agreement is now seeking to be taken out of the Agreement by the customer, XSI can also increase the pricing of the remaining components up to the full standard pricing listed on the Company’s website under configurator.  In the case of these adjustments, the customer cannot cancel the agreement until XSI has 36 full NEW months of billing from the time of the adjustment.
• IF the business model is one whereby the Franchisor is being billed for software being used by the Franchisees, XSI will bill per the Agreement. IF, however, the Franchisor seeks to have XSI bill the Franchisee directly, XSI is willing to make this adjustment as long as the terms of the Agreement with the Franchisor continues to be met related to pricing and volume and term.  The reverse situation is also agreeable to XSI whereby the Franchisor may wish to be billed directly vs. XSI billing the Franchisee directly.
• IF XSI offers a product, that is not the main purpose of the contract, for use in a Contract at $0 cost but XSI does not deliver said product, then this cannot be a term whereby the customer sites the Agreement as null and void nor can the customer cancel the contract due to this $0 cost item not being delivered. XSI is willing to be put on notice with 120 days to remedy the failure to deliver.  And if at the end of 120 days there is no delivery, the two parties will work out a mutually reasonable adjustment to the Agreement that does not include the cancelling of the Agreement.
• Whether it is a Software Delivery or just a Bookkeeping and Quickbooks engagement, when XSI prices a customer with multiple locations, the agreement is written for ALL locations to become users. It is not XSI’s responsibility to determine how the customer, be it a Zor or a Dealership or just a privately or publicly owned business with multiple locations, provides each location as a user. The Agreements and pricing are written such that all locations will become users. There can always be exceptions but only with written confirmation from XSI. Moreover, exceptions likely require a penalty fee either in the form of a per location fee OR a re-pricing of the Agreement.

Automated Royalties / Overall Accuracy of Data:

• The XSI Automated Royalties Feature for Franchisors requires the Zor to provide the EXACT Calculation required. XSI cannot possibly understand what the calculations should be for each Zor. Without an EXACT Calculation, XSI cannot be responsible for any discrepancies.
• When an EXACT Royalty Calculation is supplied, there still could be data sync issues based on how the Zor is integrating with QBO and their CRM. Therefore, XSI requires 2 full quarters of live Royalty Automation until the XSI accuracy would be guaranteed. This period of time allows for the required time to make certain ALL data is accurate with the Zor’s EXACT Calculation for the Royalty payments from each Zee. NOTE: XSI’s CRM / BSM is more predictable than non XSI products, therefore with XSI’s CRM / BSM, XSI only requires 1 quarter of live Royalty Automation until the accuracy would be guaranteed.
• Accuracy of Data, in general, can vary based on the complexity of the Zor’s various data sources, the Zor’s landscape (US only vs. US and other countries), and the Zor’s data source consistency (e.g. are all Zee’s using the EXACT same Software). In the cases of data sources that are out of XSI’s control, XSI is not accountable for any data accuracy issues. While this can mainly be a Franchise matter, the policy applies to any and all XSI accounts.
• XSI may be required to be patient with a Zor when they are moving from one data source of Software to another. IF the process becomes overwhelming to XSI, XSI may adjust pricing in order to accommodate the extra and added Engineering and/or other Services costs. Both parties will use reasonableness when it comes to this policy. While this can mainly be a Franchise matter, the policy applies to any and all XSI accounts.
• XSI will use all possible avenues to provide accurate information to a Zor. The Zor, however, needs to be reasonable in both providing EXACT and SPECIFIC needs to XSI and allow XSI reasonable time to make any adjustments. XSI is not accountable for a Zor’s changes in direction, software integration, and software usage, roll out among their Zee’s, etc… While this can mainly be a Franchise matter, the policy applies to any and all XSI accounts.

Changes in the Customers’ Circumstances:

Notwithstanding the above, Xceleran may choose to excuse itself from a customer agreement IF the customers’ circumstances change from the original or intended set of conditions. Examples of such changes in conditions or circumstances are as follows but not limited to:

1. The Franchisor / Dealership Network requires Xceleran to sell vs. Onboard Franchisees / Dealers.
2. The Franchisor does not update their FDD (Franchise Disclosure Document) to reflect the Agreement with XSI and such the lack of updating the FDD makes the Agreement harder for XSI to execute.
3. The data provided to XSI prior to the signing the Agreement with a customer is not accurate or valid such that providing the terms of the Agreement to the customer by XSI are not possible. An example might be where the customer claims to be doing $50,000 per month in Merchant Services, however, the more accurate figure is closer to $25,000 per month. Whether this is a single customer or a set of averages for a Franchisor’s Franchisees or Dealer’s Dealer Network, it may be impossible for XSI to deliver the terms of the agreement given how far off the data is from the original information provided.

What constitutes an Oral Agreement at XSI?:

• IF XSI places your Company’s offers, for example to a Franchisors Franchisees, up on our website and your Company agrees to this, which could include your company modify the content, etc.., then this constitutes an oral agreement whereby all the terms on the XSI site apply.
• IF XSI provides custom integration without a written contract and the Franchisor or opposing party provides documentation, API’s, Software code, and/or other specifics, XSI has bound the terms of the working relationship as an oral agreement and, hence, all terms on the XSI website apply in addition to other terms agreed to along the way by both parties.

Force Majeure.

Notwithstanding the above, Xceleran may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of Xceleran or the Customer, such as, but not limited to:

1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms or infestation); or
2. War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
3. Any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.