Finance Team Extension Terms
CoCountant FTE Terms
Thank you for your interest in, and for subscribing to, our Finance Team Extension Services. These CoCountant Finance Team Extension Terms (“FTE Terms”) apply to our Finance Team Extension and operate in conjunction with the terms of the CoCountant Subscription Agreement. If there is an express conflict between the FTE Terms and the CoCountant Subscription Agreement, the FTE Terms will prevail. Terms defined in the CoCountant Subscription Agreement and used in these FTE Terms without definition have the meanings attributed to them in the CoCountant Subscription Agreement.
1. Finance Team Extension Service
1.1 Staff Augmentation:
Our Finance Team Extension Service (“FTE”) allows you to augment your team with additional skilled professionals. Detailed in the FTE Authorization to Start Work Form and the Order Form, our services may offer a range of roles, such as bookkeepers, accountants, controllers, and CFOs. We make commercially reasonable efforts to source and recruit qualified personnel (“Talent”) for you who will perform a variety of activities and tasks (“Work”) as part of our service.
1.1 Trial Period
We may designate a limited initial time period of specified Talent Work as a trial period (the “Trial Period”). If the length of the Trial Period is not stated in the Order Form, the Trial Period will be set as ten (10) business days. If you are not satisfied with the engaged Talent at the end of the Trial Period, you must provide us the basis for your dissatisfaction in reasonable written detail within 24 hours after the end of the Trial Period (the “Trial Notice”). If the Trial Notice is timely received, we will not invoice you for the Work subject to the Trial Notice and, at your request, provide a different Talent for an additional Trial Period. We will repeat the Trial Period process for up to three (3) Talent. If, following the three trials, you are still not satisfied, then either one of us may terminate our Subscription Agreement, and such termination will be your sole and exclusive remedy. If you do not timely deliver the Trial Notice in proper form, the engaged Talent will be deemed accepted, and you will be invoiced for the Trial Period(s) (and subsequent Work). In the event you request the Talent be replaced, or if such Talent becomes unavailable during or after a Trial Period, we will, as our sole obligation and your exclusive remedy, use commercially reasonable efforts to promptly replace such Talent. We will provide such replacement Talent subject to the trial program described in this Section 1.1. (“Trial Period”). For the avoidance of doubt, the Trial Program will only apply to each Talent’s initial engagement with you.
1.2 Performance of Work
You understand that Talent’s performance of Work depends on your active involvement and facilitation. Accordingly, you must provide Talent with all information, cooperation, and assistance reasonably required in connection with the successful performance of the Work. Talent will report directly to you or personnel designated by you. You will be responsible for establishing and communicating the requirements and specifications of the Work to Talent, and for setting, reviewing, and monitoring Talent schedules, and the other salient aspects of each engagement with Talent, who will otherwise be responsible for the method, manner, and means of performing the Work. You are responsible for assigning sufficient work to the Talent so they are fully utilized.
Talent is dedicated to working for you and irrespective of how many hours Talent is utilized; you will pay the fees based on the Order Form. You acknowledge and agree that our Service does not include directing or managing the Work. Since we do not direct the Work, we are not in a position to, and thus cannot, guarantee the quantity or quality of the Work, the Work Output, or that the Talent will be able to meet your set desired goals or deadlines. We are solely responsible for the administration, attendance, progress, performance, and capability of the Talent. We will check in with you monthly to confirm that the Talent meets your requirements and expectations. You may, at any time, request the replacement of Talent who does not meet your performance and/or capability requirements. Upon such request, we will use commercially reasonable efforts to promptly furnish a replacement satisfactory to you.
1.2.1 Allocation and Hours
FTE engagements are available on a full-time (100%) or fractional basis. The minimum allocation for fractional engagements is 25% of a full-time equivalent. Allocation levels (e.g., 25%, 50%, 75%) and the corresponding monthly hours are specified in the Order Form. For fractional engagements, CoCountant logs and reports hours to the Client on a monthly basis for full visibility into utilization. Full-time (100%) engagements are fully dedicated to the Client and are not subject to hour caps or utilization tracking.
1.2.2 Overages
For fractional engagements, if the Client’s usage exceeds the allocated hours specified in the Order Form in a given month, additional time is billed at the overage rate specified in the Order Form. Overages are invoiced in the following billing cycle. Unused hours within an allocation period do not roll over to subsequent months. This section does not apply to full-time (100%) engagements.
1.3 Billable Time-Off
You agree that the Talent is entitled to billable time-off for national/public holidays in their country, not exceeding twelve (12) days per year. Additionally, Talent with twelve (12) months of service will be entitled to ten (10) vacation days and five (5) days of paid time off.
1.4 Talent Rate Review
Following each twelve-month period of engagement, we will conduct a Talent Rate Review. This review adjusts rates based on a comprehensive compensation calibration reflecting various factors, such as inflation, the Talent’s accumulated experience and skill development, performance evaluations, and our administrative costs. An updated quote will be provided for your approval, reflecting any revised rates. You will have a five (5) business day period (the “Rate Review Period”) to either reject the new rates or to notify us of any discrepancies in the amended quote. Should you continue to utilize the Talent’s services after the Rate Review Period without objection, it will constitute acceptance of the new or amended rates and terms.
1.5 Term & Termination
FTE engagements operate on a month-to-month basis with no minimum annual commitment. Either party may terminate the FTE engagement by providing one month’s advance written notice to the other party. Upon termination, the Client is responsible for fees through the end of the notice period. For fractional engagements, the Order Form will specify the allocation level, monthly hours included, monthly fee, and overage rate. For full-time engagements, the Order Form will specify the monthly fee. All other provisions of the Subscription Agreement (confidentiality, IP, liability, disputes) continue to apply to FTE engagements.
2. Non-Circumvention
Upon signing the FTE Authorization to Start Work Form or Order Form, you agree not to directly or indirectly hire, or engage any Talent we introduce, for a period covering the Subscription Agreement term and eighteen (18) months thereafter. This includes refraining from referring Talent directly or indirectly to any related parties or affiliates, including, without limitation, subsidiaries, parent companies, partnerships, holdings, or investors. Any such actions must go through our Subscription intake processes. You also agree not to encourage Talent to recruit or refer other talent to you or third parties.
2.1 Talent Buyout
You may choose to directly engage or employ any Talent, subject to providing us with written notice, a reasonable wind-down period (typically sixty (60) days), and payment of the Talent Buyout Fee (“Buyout Fee”). With respect to each Client-Hired Talent (defined below), you will, within (3) days of hiring or engaging such Talent, pay us the Buyout Fee, set at twenty-five thousand dollars ($25,000) per Talent. This fee compensates for our sourcing and recruitment efforts. It is not a penalty but reasonable compensation for our lost commercial investment in our service in originally sourcing Client-Hired Talent.
“Client-Hired Talent” means a Talent who meets both of the following two criteria: (1) the Talent is introduced to you by us and/or the Talent, through an Order Form provides Work to you, and (2) you hire the Talent as an employee or otherwise engage directly or indirectly either (i) during the period of time of such Talent’s work for you under or in connection with the Subscription Agreement and eighteen (18) months thereafter or (ii) within eighteen (18) months of the date such Talent is first introduced by us to you if you elected not to engage such Talent under or in connection with these terms.
3. Limited warranty
We warrant that the FTE Services by the Talent will be performed in a professional and workmanlike manner. Any warranty claim under these FTE terms must be made by you in writing within thirty (30) days of nonconformance of the Talent. Our sole obligation and your exclusive remedy in respect thereof is to replace the Talent (in which case, no refund will be provided) or, at our sole discretion, refund you the fees paid for the month of nonconformance of the Talent, which refund will in no event exceed the greater of (a) the amount you paid for the month of nonconformance or (b) one-hundred (100) U.S. dollars.