Full Service Addendum
This Full Service Addendum (“Addendum”) is entered into by and between Ambrook, Inc. (“Ambrook”) and the Customer, and is incorporated into and made part of the existing Terms of Service (the “Terms” and together with this Addendum and all other related and legally binding documents, this “Agreement”). This Addendum outlines the terms and conditions specific to the provision of manual bookkeeping services included in the Full Service plan (“Full Service”) by Ambrook.
1. Full Service
The scope of Full Service shall be exclusively as set forth in the applicable Service Order. Without limiting the generality of the foregoing, the Full Service shall not include: (i) tax preparation, planning, or filing services; (ii) legal or financial advisory services; (iii) audit, review, compilation, or assurance services; (iv) payroll processing or payroll tax services; (v) investment or wealth management services; (vi) forensic accounting services; (vii) business valuation services; or (viii) any services not explicitly detailed in the applicable Service Order. Any additional services beyond the scope defined in the Service Order shall require a separate written agreement between the parties.
2. Customer Responsibilities
The Customer shall provide all necessary financial documents and information, including but not limited to bank statements, credit card statements, invoices, receipts, payroll records, tax documents, and any other financial records requested by Ambrook, in a timely and accurate manner and no later than five (5) business days after such request. The Customer represents and warrants that all information provided will be complete, accurate, and truthful. Customer acknowledges that delays in providing requested information or access may impact Ambrook's ability to perform the Full Service effectively and in accordance with agreed-upon timelines.
Full Service requires a 3 month minimum commitment. After 3 months time, Customer may cancel or change their plan by reaching out to Ambrook via email or chat.
3. Limitations and Disclaimers
Ambrook does not provide legal, tax, financial, investment, or other professional advice. Any information, tools, resources, or services provided by Ambrook are for general informational purposes only and should not be relied upon for making any business, legal, tax, financial, or other decisions. Customer acknowledges that they should consult with qualified professionals for advice specific to their situation. Ambrook relies entirely on the accuracy, completeness, and timeliness of information provided by the Customer and expressly disclaims any responsibility for verifying such information or any inaccuracies, errors, or omissions in the data supplied. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMBROOK'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, DAMAGES, OR EXPENSES OF ANY KIND ARISING OUT OF OR RELATED TO THIS ADDENDUM OR THE FULL SERVICE PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT PAID BY CUSTOMER FOR FULL SERVICE IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (II) $5,000. IN NO EVENT SHALL AMBROOK BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. Confidential Information.
All non-public, proprietary information relating to each Party (the “Disclosing Party”) that is known to be confidential, or which is clearly marked as such (“Confidential Information”), will be held in confidence by the other Party (the “Receiving Party”) and will not be disclosed or used by the Receiving Party except to the extent that such disclosure or use is reasonably necessary to exercise its rights or perform its obligations hereunder.
In consideration of the disclosure of Confidential Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Confidential Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Confidential Information except as reasonably necessary to exercise its rights or perform its obligations hereunder, and (iv) not to copy or reverse engineer any such Confidential Information. The Receiving Party shall only share the Confidential Information with its employees, agents and contractors who have signed an agreement agree to confidentiality terms no less strict than those contained in this Section 4.
Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach by Receiving Party of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach by Receiving Party of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use, directly or indirectly, of the Disclosing Party’s Confidential Information.
Within ten (10) days of the Disclosing Party’s written request, the Receiving Party will promptly return or destroy all materials embodying Confidential Information (in any form and including, without limitation, all electronic copies of Confidential Information), provided that, subject to continuing obligations of confidentiality and non-use under this Agreement, the Receiving Party shall not be required to return or destroy copies of the Confidential Information saved to the Receiving Party’s electronic archival systems in the ordinary course of business, and shall be permitted to retain one copy of the Confidential Information in order to ensure compliance with its obligations under this Agreement or to comply with applicable law or regulations.
In the event that the Receiving Party is required to disclose any portion of any Confidential Information received from the Disclosing Party by court order or governmental entity requests or demands, by subpoena, or other formal process or operation of law, the Receiving Party may disclose only the information specifically required to be disclosed, provided that, to the extent permitted by law, the Receiving Party promptly notifies the Disclosing Party in writing prior to such disclosure, and each Party shall provide the other Party with reasonable cooperation and assistance in taking such steps as may be reasonably necessary or appropriate to preserve the confidentiality of such Confidential Information.
5. Term and Termination
This Addendum shall commence on the date of acceptance and continue for the length stated in the Service Order unless terminated earlier by Ambrook in writing
Last updated: June 9, 2025.