Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the accounting, bookkeeping, tax, payroll, financial reporting, CFO, compliance, and related services provided by Agentic Builders, Inc., operating as Agbis (“Agbis,” “we,” “our,” or “us”), as well as your use of agbis.online and related onboarding and client services.

Agentic Builders, Inc. is a Delaware corporation with an address at:

8 The Green, #9003, Dover, Delaware, United States

By purchasing, subscribing to, accessing, or using our Services, or by accepting these Terms during onboarding or checkout, you agree to these Terms on behalf of yourself and, where applicable, the business or organization you represent.

If you accept these Terms on behalf of a business or other entity, you represent that you have authority to bind that entity.

1. Our Services

Agbis provides professional business support services that may include:

• bookkeeping and account reconciliation;
• financial reporting and management accounts;
• U.S. federal, state, and local tax preparation and filing;
• UK Corporation Tax, VAT, and related tax services;
• payroll support, including applicable payroll reporting;
• sales tax and VAT support;
• fractional CFO and financial planning services;
• startup accounting and financial reporting;
• entity formation and business compliance support;
• Companies House and other corporate filing support;
• R&D tax credit support;
• 1099, W-2, PAYE, RTI, and similar reporting support; and
• other accounting, tax, finance, and administrative services agreed with you.

The specific Services included in your engagement depend on the plan, subscription, proposal, order form, statement of work, engagement letter, or other written scope that you purchase or agree to (the “Service Order”).

Services not expressly included in your Service Order are not included in your engagement.

If a Service Order conflicts with these Terms regarding the scope, price, timing, or other specific terms of an engagement, the Service Order will control with respect to that engagement.

2. Nature and Scope of Our Services

We provide our Services based on information, records, documents, explanations, and access provided by you or by third parties at your direction.

Unless expressly agreed otherwise in writing, our Services do not constitute an audit, review, examination, attestation, or other assurance engagement, and we do not independently verify all information you provide.

Financial statements, management reports, tax calculations, or other materials we prepare may therefore rely on information supplied by you without independent verification.

You remain responsible for the accuracy and completeness of the underlying business records and information provided to us.

Nothing in our Services constitutes legal, investment, securities, insurance, or other professional advice outside the scope expressly agreed with you.

Where a matter requires legal or other specialist advice, you should consult an appropriately qualified professional.

3. Your Responsibilities

To enable us to provide the Services properly and on time, you agree to:

• provide complete, accurate, and timely information;
• provide requested documents, records, explanations, and approvals;
• maintain accurate and complete underlying business records;
• provide access to relevant accounting, banking, payroll, payment, e-commerce, and other systems where reasonably required;
• promptly inform us of material transactions, changes, notices, or events that may affect the Services;
• review reports, returns, filings, and other documents we provide for your approval;
• promptly notify us if you identify any error, omission, or inconsistency;
• maintain appropriate internal controls over your business, accounts, payments, and financial operations; and
• comply with laws and obligations applicable to your business.

You are responsible for the accuracy and completeness of information you provide to us.

We may rely on information provided by you or at your direction without independently verifying it unless we have expressly agreed to perform verification procedures.

4. Accounting Records and Third-Party Platforms

To provide the Services, we may work with platforms such as QuickBooks, Xero, FreeAgent, Stripe, Mercury, Brex, Ramp, Gusto, Shopify, PayPal, Wise, Tide, or other accounting, banking, payment, payroll, and business systems.

You authorize us to access and use information from platforms that you connect to Agbis or to which you grant us access, solely as reasonably necessary to provide the Services and operate our business.

You are responsible for maintaining your relationships and accounts with third-party providers, including paying any fees charged by those providers unless otherwise expressly agreed.

We are not responsible for outages, errors, data loss, changes in functionality, or other acts or omissions of third-party platforms outside our reasonable control.

5. Bookkeeping Services

Where bookkeeping is included in your Service Order, we will maintain and organize your accounting records based on information available to us and information you provide.

Our bookkeeping Services may include transaction categorization, reconciliations, adjusting entries, monthly close procedures, and financial reporting, depending on your plan.

Bookkeeping Services do not constitute an audit or assurance engagement.

You must notify us promptly of unusual, personal, related-party, financing, equity, intercompany, or other transactions whose nature may not be apparent from the transaction record alone.

If sufficient information is unavailable to classify a transaction appropriately, we may request clarification or temporarily classify the transaction based on the information reasonably available to us.

6. Tax Services

Tax preparation or filing Services are provided only when expressly included in your Service Order.

Unless expressly agreed otherwise, purchasing bookkeeping Services does not automatically include preparation or filing of every tax return or information return that may apply to you.

Depending on your business, separate filings may be required at the federal, state, local, or international level.

These may include, among others:

• income tax returns;
• franchise tax reports;
• sales and use tax returns;
• payroll tax returns;
• information returns;
• foreign reporting;
• beneficial ownership or corporate filings;
• VAT returns;
• Corporation Tax returns;
• PAYE/RTI filings; or
• other regulatory filings.

Only filings expressly included in your Service Order are included in our engagement.

Tax Information

We prepare tax filings based on information provided by you and information contained in records available to us.

You are responsible for providing complete and accurate information necessary for the preparation of your returns.

We may ask questions or request additional documentation where information appears incomplete, inconsistent, or unusual.

Review and Approval

You are responsible for reviewing any tax return or filing before submission and confirming that the information is complete and accurate.

Where your signature, authorization, e-filing authorization, or approval is legally required, we will not be responsible for filing until we receive the required authorization.

Tax Positions

Tax laws and their interpretation may change and may involve uncertainty.

Where reasonable interpretations of applicable tax law exist, we may discuss available approaches with you. Unless otherwise required by professional or legal standards, you remain responsible for decisions concerning material tax positions taken by your business.

No Guarantee of Tax Outcome

We do not guarantee that a particular tax position, deduction, credit, refund, filing, or treatment will be accepted by a tax authority.

We also do not guarantee that you will not be audited, examined, questioned, assessed additional tax, or subject to interest or penalties.

7. Filing Deadlines

We will use commercially reasonable efforts to complete filings included in your Service Order by applicable deadlines, provided that you supply all required information, documents, approvals, and access sufficiently in advance.

We are not responsible for missed deadlines, penalties, interest, or other consequences resulting from:

• late, incomplete, or inaccurate information supplied by you;
• failure to provide requested approvals or signatures;
• failure to provide access to required accounts or systems;
• changes in circumstances that you did not timely disclose;
• delays or outages affecting government agencies or third-party systems; or
• circumstances outside our reasonable control.

If information is provided too late for us reasonably to complete a filing by the applicable deadline, we may, where appropriate and within the agreed scope, assist with an extension or later filing.

An extension of time to file does not necessarily extend the time to pay taxes due.

8. Payroll Services

Where payroll support is included in your Service Order, you remain responsible for providing complete and accurate information concerning employees, contractors, compensation, benefits, working arrangements, and payroll changes.

Unless expressly agreed otherwise, you remain the employer and are responsible for employment decisions and compliance with employment laws.

Agbis does not provide employment-law advice.

9. CFO and Advisory Services

CFO, forecasting, budgeting, runway analysis, financial modeling, and similar Services are based on assumptions, historical information, and information supplied by you.

Forecasts and projections concern future events that are inherently uncertain.

Actual results may differ materially from forecasts, budgets, projections, or scenarios.

Our CFO and advisory Services do not constitute investment advice and do not guarantee any financing, investment, valuation, business, or financial outcome.

10. Corporate and Compliance Services

Where we assist with entity formation, registrations, annual reports, confirmation statements, or similar administrative filings, our role is limited to the Services expressly included in your Service Order.

Unless expressly agreed otherwise, Agbis does not provide legal advice and does not act as your law firm.

You are responsible for obtaining legal advice concerning matters such as corporate governance, ownership, securities, contracts, intellectual property, employment, immigration, or other legal matters.

11. Fees and Payment

You agree to pay the fees shown during checkout or otherwise specified in your Service Order.

Unless stated otherwise:

• subscription fees are billed in advance;
• recurring subscriptions automatically renew for the applicable billing period until cancelled;
• fees are charged using the payment method you provide;
• additional or out-of-scope Services may require additional fees; and
• applicable taxes may be added where required.

If the volume or complexity of your business materially differs from the information provided during onboarding, or materially changes during the engagement, we may propose a different plan or fee.

We will notify you before applying a material pricing change to your ongoing subscription.

12. Monthly and Annual Plans

If you select a monthly subscription, your subscription renews monthly until cancelled.

If you select an annual subscription, your subscription covers the applicable annual subscription period and renews annually unless cancelled before renewal.

Any discount associated with annual billing is based on committing to the applicable annual subscription period.

Unless otherwise expressly stated at checkout or required by applicable law, fees already paid for an annual subscription are not refundable merely because you stop using the Services before the end of the subscription period.

13. Cancellation

You may cancel your subscription at any time.

For monthly subscriptions, cancellation will normally take effect at the end of the current paid monthly billing period.

For annual subscriptions, cancellation will normally prevent the next annual renewal but will not terminate or refund the current annual subscription period unless otherwise agreed or required by law.

After cancellation takes effect, we are not required to perform work relating to periods or deadlines occurring after termination unless separately agreed.

You remain responsible for fees incurred before cancellation becomes effective.

14. Suspension and Termination

We may suspend or terminate Services if:

• fees remain unpaid;
• you fail to provide information reasonably required for us to perform the Services;
• you materially breach these Terms;
• continuing the engagement would violate law or applicable professional obligations;
• we reasonably suspect fraud, misuse, or unlawful activity;
• continuing to act would create an unacceptable professional, legal, regulatory, or security risk; or
• the professional relationship has otherwise become unworkable.

Where reasonably practicable, we will provide notice before terminating Services.

Termination does not affect rights or payment obligations accrued before termination.

15. Client Review and Responsibility

You are responsible for reviewing financial reports, tax returns, payroll information, filings, and other deliverables we provide.

You should promptly notify us of any errors or questions.

Your receipt of a report or filing does not relieve you or your directors, officers, owners, or management from responsibility for managing the business, maintaining appropriate records, or complying with applicable legal obligations.

16. Government Notices, Audits, and Examinations

Unless expressly included in your Service Order, our Services do not include representation in connection with:

• tax audits;
• tax examinations;
• government investigations;
• appeals;
• collection proceedings;
• tax authority correspondence;
• litigation; or
• other disputes with governmental authorities.

If you receive a notice from a tax authority or regulator, you should provide it to us promptly.

We may agree separately to assist with the matter, subject to availability, applicable professional requirements, and additional fees.

17. No Guarantee of Results

We will perform the Services with reasonable professional care consistent with the scope of our engagement.

However, we do not guarantee any particular financial, tax, regulatory, fundraising, investment, business, or other outcome.

Examples, estimates, forecasts, potential tax savings, R&D credit estimates, financial models, and similar information are estimates only unless expressly stated otherwise.

18. Confidentiality

Each party may receive confidential or proprietary information from the other in connection with the Services.

We will use reasonable measures to protect confidential client information and will use or disclose it only as reasonably necessary to:

• provide the Services;
• operate and secure our business;
• work with personnel, contractors, professional advisers, and service providers who are subject to appropriate confidentiality obligations;
• comply with law or professional obligations; or
• as otherwise authorized by you.

These obligations do not apply to information that is publicly available through no breach of confidentiality, independently developed without use of confidential information, or lawfully received from another source without confidentiality restrictions.

19. Data Protection

Our collection and use of personal information is described in our Privacy Policy.

Where necessary to provide Services, you authorize us to process personal and business information supplied by you or accessed at your direction.

If you provide personal information relating to employees, contractors, customers, vendors, shareholders, directors, or other individuals, you represent that you are permitted to provide that information to us for the purposes of the Services.

20. Electronic Communications and Signatures

You agree that we may communicate with you electronically, including through email, client portals, messaging tools, electronic signature platforms, and connected business systems.

You consent to electronic delivery of agreements, notices, reports, invoices, tax documents, and other communications where legally permitted.

Electronic acceptance of these Terms or another agreement has the same effect as a physical signature to the extent permitted by applicable law.

21. Intellectual Property

Agbis retains all rights in its website, branding, templates, methodologies, workflows, software, know-how, documentation, and other materials developed independently of your engagement or used generally across our business.

You retain ownership of your business records, data, and materials you provide to us.

Upon payment of applicable fees, you may use reports, financial statements, models, and other client-specific deliverables prepared for you for your internal business purposes and other purposes for which they were reasonably prepared.

22. Website Content

Information provided on agbis.online, including articles, guides, calculators, examples, FAQs, and other general content, is provided for general informational purposes.

Website content does not create an accountant-client, tax adviser-client, or other professional relationship and should not be treated as advice tailored to your particular circumstances.

Tax and accounting rules change over time. We do not guarantee that general website content will remain current after its publication date.

23. Third-Party Services

Our Services may rely on or interact with third-party services.

Your use of third-party services may be governed by separate agreements between you and those providers.

We are not responsible for the acts, omissions, availability, security, or performance of independent third-party services outside our reasonable control.

24. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided on an “as available” basis.

Except for obligations expressly stated in these Terms or a Service Order, we disclaim warranties that may otherwise be implied by law, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Nothing in this section limits any obligation that cannot lawfully be excluded.

25. Limitation of Liability

To the maximum extent permitted by applicable law, neither Agbis nor Agentic Builders, Inc. will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, business opportunities, goodwill, or anticipated savings arising from or relating to the Services.

To the maximum extent permitted by applicable law, our aggregate liability arising out of or relating to the Services or these Terms will not exceed the fees paid by you to Agbis for the Services giving rise to the claim during the twelve months immediately preceding the event giving rise to the claim.

These limitations do not apply to liability that cannot lawfully be limited or excluded.

26. Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold harmless Agentic Builders, Inc. and its officers, employees, contractors, and agents from third-party claims arising from:

• materially inaccurate or misleading information supplied by you;
• your unlawful use of the Services;
• your violation of applicable law; or
• your material breach of these Terms.

This obligation does not apply to the extent a claim results from our own negligence, willful misconduct, or breach of these Terms.

27. Force Majeure

Neither party will be responsible for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, government actions, failures of government filing systems, internet or telecommunications outages, cyber incidents affecting third parties, labor disruptions, or similar events.

This section does not excuse your obligation to pay amounts already due.

28. Changes to Services and Terms

We may update the Services or these Terms from time to time.

If we make material changes to these Terms that materially affect an existing subscription, we will provide reasonable notice where required.

Changes will apply prospectively from the effective date stated in the updated Terms.

29. Governing Law

These Terms and any dispute arising from them are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law principles.

To the extent a dispute is not subject to another dispute-resolution procedure agreed in writing between the parties, the state and federal courts located in Delaware will have exclusive jurisdiction.

Nothing in these Terms deprives a party of rights that cannot lawfully be waived under applicable law.

30. Business Customers

Our Services are designed primarily for businesses, founders, companies, and persons acting in connection with a business.

If mandatory consumer protection law applies to you notwithstanding the business nature of our Services, nothing in these Terms excludes rights that cannot lawfully be excluded.

31. Entire Agreement

These Terms, together with:

• your applicable Service Order;
• any engagement letter or statement of work;
• our Privacy Policy; and
• any additional terms expressly agreed between you and Agbis,

constitute the agreement between you and us concerning the Services.

If there is a conflict concerning the specific scope, pricing, or timing of Services, the applicable Service Order or engagement letter will control.

32. Assignment

You may not assign your rights or obligations under these Terms without our prior written consent.

We may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of substantially all relevant assets, or transfer of the Agbis business.

33. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

34. No Waiver

A failure or delay in exercising a right under these Terms does not waive that right.

35. Contact

Questions concerning these Terms or the Services may be directed to:

Agentic Builders, Inc.
Operating as Agbis
8 The Green, #9003
Dover, Delaware, United States

Email: support@agbis.online
Website: agbis.online