Thank you for choosing BizWorth for your quality of earnings analysis and report needs. This Terms & Conditions agreement (“Agreement”) establishes a legally binding contract between you (“Client”) and BizWorth, LLC (“BizWorth”). By proceeding through checkout, accessing the Services, or receiving any report or output, you acknowledge that you have read, understand, and agree to be bound by this Agreement.
1. Presentation, Assent, and Modifications
BizWorth presents this Agreement through a dedicated screen prior to checkout, including a conspicuous hyperlink and clear statement that proceeding constitutes agreement. By selecting “Continue,” completing checkout, or otherwise proceeding, you (i) acknowledge that this is a legally binding agreement, (ii) represent that you have read or had the opportunity to read the Agreement, and (iii) agree to be bound by all terms, including limitations of liability and disclaimers of reliance.
BizWorth may modify this Agreement from time to time. Continued use of the Services after such notice constitutes acceptance of any updated terms.
2. Services and Fees
This Agreement confirms that Client has retained BizWorth to provide quality of earnings analysis and related services (the “Services”) for the business, periods, and purpose specified in the Order Summary. As part of this engagement, BizWorth will prepare a quality of earnings report and supporting databook (together with any other outputs, the “Deliverables”). Client authorizes BizWorth, its employees, contractors, and agents to take any necessary actions to conduct the engagement.
BizWorth intends to initiate the engagement on the first business day following the submission of all required intake forms and financial information and receipt of payment. BizWorth reserves the right to delay, suspend, or decline to commence or continue Services, in whole or in part, at its sole discretion, including but not limited to circumstances involving incomplete information, non-payment, conflicts of interest, or conflicts with professional or ethical standards. If BizWorth is unable to complete the engagement, no report will be issued.
Our Services are intended solely for the purpose specified in the Order Summary. Quality of earnings findings are not guarantees of future earnings, purchase price, financing approval, or any determination by a lender, court, or fact finder. The analyses and Deliverables are for use solely within the context of this engagement by the parties identified and may not be used for any other purpose or by any other party without prior written consent.
The Services do not constitute legal, tax, investment, lending, or accounting advice. The quality of earnings findings and scope of work may not be used to avoid U.S. federal tax penalties or to promote, market, or recommend any transaction.
The fee for the engagement is outlined in the Order Summary. Due to the independent and professional nature of quality of earnings services, 100% payment is required prior to the commencement of work unless otherwise agreed in writing. BizWorth reserves the right to postpone the start of Services or suspend ongoing work if payment is not received in a timely manner.
The fee includes Cash Proof procedures for the number of bank accounts stated in the Order Summary (two (2) cash and cash-equivalent bank accounts unless otherwise stated). Each additional bank account, and the conversion of cash-basis financial records to the accrual basis where required, is billed at the rates stated in the Order Summary and will be approved by Client before the work is performed.
Client acknowledges and agrees that payment obligations are not contingent upon Client’s satisfaction with the results of the Services. Disagreement with the scope of work performed, quality of earnings findings, adjustments, procedures, assumptions, or outcomes does not relieve Client of its obligation to pay for Services rendered.
All fees for reports, credits, subscriptions, and related Services are earned upon delivery of any report or output and are non-refundable to the fullest extent permitted by law.
This fee is contingent on
Unforeseen circumstances requiring an expanded scope of engagement will be communicated to Client prior to additional work being performed. Any such work will be billed at BizWorth’s then-current rates.
BizWorth reserves the right to suspend or discontinue Services if Client fails to comply with the terms of this Agreement.
Client agrees to reimburse BizWorth for all pre-approved out-of-pocket expenses incurred in connection with the Services, including but not limited to database usage, industry research, third-party reports, travel, and professional consultation fees.
BizWorth may utilize third-party service providers in performing the Services, including secure cloud-based software and automated data-processing tools, and may share Client information with such providers under appropriate confidentiality obligations. If such obligations cannot be secured, Client consent will be obtained prior to disclosure.
BizWorth retains sole discretion to establish and modify pricing for all Services, reports, and related offerings.
BizWorth does not guarantee any level of revenue, transaction success, financing approval, client engagement, or financial outcome resulting from the use of its Services.
3. Scope and Nature of Quality of Earnings Services; No Assurance
A quality of earnings analysis evaluates the historical earnings of a business to produce a normalized, adjusted earnings figure (typically adjusted EBITDA) that reflects recurring, arm’s-length operations for the periods stated in the Order Summary. Depending on the scope stated in the Order Summary, the procedures may include:
Specific procedures, periods, entities, and Deliverables are determined by the Order Summary; no procedure is implied solely by the title “Quality of Earnings.” Net working capital analysis, debt and debt-like items, purchase price, valuation, and tax structuring are not included unless expressly stated in the Order Summary.
Where Client requests that the Services be performed to satisfy a lender’s or government program’s requirements (for example, the U.S. Small Business Administration’s requirements for 7(a) loans), BizWorth will perform the procedures it determines those requirements call for, as in effect on the date the engagement begins. Eligibility, credit, debt service coverage, and lending decisions remain solely the lender’s responsibility.
For engagements performed to satisfy SBA 7(a) loan requirements, the lender must be the Client.
Cash Proof procedures are a targeted reconciliation of the bank accounts included in scope and do not constitute an audit of cash, a fraud examination, or verification of all transactions. IRS tax transcript data is generally obtained by the lender or by Client through IRS authorization forms; where it is not provided, the report will describe the resulting limitation.
The Services are a consulting engagement performed under the AICPA Statement on Standards for Consulting Services (CS Section 100). BizWorth does not perform an audit, review, or compilation of financial statements and does not provide an audit opinion, review conclusion, attestation, or other form of assurance. The engagement is not an examination or agreed-upon procedures engagement under attestation standards, a forensic or fraud investigation, or a guarantee of the completeness of liabilities or transactions. Identified differences and limitations will be described in the report; unresolved items may limit the findings or prevent issuance of the report.
BizWorth and the analysts performing the Services are independent of the buyer and seller in the transaction described in the Order Summary and have no financial interest in its outcome. BizWorth will decline or discontinue an engagement if a conflict of interest arises.
All quality of earnings reports, analyses, and related outputs are based on professional judgment, the application of accepted analytical procedures, and reliance on financial, operational, and other information provided by Client or obtained from third-party sources. Quality of earnings findings involve judgment and may vary among qualified professionals.
Client acknowledges that quality of earnings findings
Any projections supplied by management are reviewed for consistency with the historical results only; they are not examined or compiled, and BizWorth provides no assurance on their achievability.
Client acknowledges that the scope of Services is limited to the work described in the Order Summary. BizWorth shall have no obligation to perform additional procedures, investigations, or analyses unless expressly agreed in writing.
No third party is entitled to rely on the Deliverables without BizWorth’s prior written consent. Client may provide the final report to its lender(s) and professional advisers in connection with the transaction described in the Order Summary; any other sharing requires BizWorth’s prior written consent and may require a separate reliance or non-reliance agreement. BizWorth shall have no liability to any third party for any use or reliance on the Deliverables.
4. Data Accuracy, Reliance, and Client Responsibility
Client acknowledges and agrees that BizWorth’s Services, analyses, and conclusions are based entirely on the accuracy, completeness, and reliability of information provided by Client or obtained from third-party sources.
Client represents and warrants that all information, financial statements, and supporting documentation provided to BizWorth are true, correct, and complete to the best of Client’s knowledge. Where Client is not the owner of the business being analyzed (for example, a buyer or lender), Client is responsible for obtaining the business owner’s cooperation and authorization to provide its records to BizWorth.
Client must identify all entities, bank accounts, credit cards, lines of credit, and related parties of the business, and the business owner must certify the list of accounts. Management of the business remains responsible for its accounting records, financial statements, estimates, internal controls, and explanations; BizWorth does not assume management responsibilities. BizWorth may require a signed management representation letter before issuing the report.
BizWorth shall have no obligation to audit, verify, or independently validate any information provided and is entitled to rely on such information as accurate and complete for purposes of performing the Services.
Client further acknowledges that:
Client agrees to indemnify and hold harmless BizWorth from and against any claims, damages, losses, or liabilities arising out of or related to inaccurate, incomplete, or misleading information provided by Client or third parties on Client’s behalf.
5. Cancellation
Client cancellation rights depend on the timing of cancellation and whether the Client has completed the Data Collection Portal application (i.e., clicked “I’ve Finished”). The following scenarios apply:
(A) Cancellation within twelve (12) months of the original order date and prior to completing the Data Collection Portal application. Client may cancel by providing written notice to BizWorth via email and may elect to receive either: (1) a refund equal to the amount paid for the report, less: (i) a 10% cancellation fee, (ii) any non-refundable payment processing fees, and (iii) any previously unpaid invoices; or (2) a coupon code equal to the amount paid for the report, less any previously unpaid invoices, which may be applied toward a future quality of earnings or valuation report order. Coupon codes are non-transferable, may only be used by the original Client, and will expire twelve (12) months from the date of issuance.
(B) Cancellation after twelve (12) months from the original order date, provided the Client has not completed the Data Collection Portal application. Client may cancel by providing written notice to BizWorth via email; however, the Client is no longer eligible for a refund. Instead, BizWorth will issue a coupon code equal to the amount paid for the report, less any previously unpaid invoices, which may be applied toward a future quality of earnings or valuation report order. Coupon codes are non-transferable, may only be used by the original Client, and will expire twelve (12) months from the date of issuance.
(C) Completion of the Data Collection Portal application (i.e., clicking “I’ve Finished”). Once the Client has completed the Data Collection Portal application, the quality of earnings engagement is considered commenced and the Client is not eligible for any refund or coupon code, regardless of timing.
Notwithstanding the foregoing, this Cancellation policy does not apply to retainer-based engagements. Upon cancellation of retainer-based engagements, the Client shall receive a refund of the remaining retainer balance, less: (i) a 10% cancellation fee, (ii) any non-refundable payment processing fees, and (iii) any previously unpaid invoices.
BizWorth reserves the right to modify this policy from time to time. Any updates will apply to future orders and will be effective upon posting on BizWorth’s website or otherwise providing notice.
6. Confidentiality and Use Restrictions
“Confidential Information” includes any non-public information disclosed in connection with the Services, including analytical procedures, reports, databooks, analyses, data, processes, and other proprietary materials.
Client agrees to use Confidential Information solely for the purpose outlined in the Order Summary and not to disclose such information to any third party except as necessary for that purpose.
Client acknowledges that BizWorth’s methodologies, reports, and processes constitute proprietary and valuable assets and agrees not to:
BizWorth will use commercially reasonable efforts to maintain the confidentiality and security of Client information, including bank statements, tax returns, payroll records, and other non-public financial and personal information, and may share such information with employees, contractors, or third-party service providers as necessary to perform the Services. BizWorth retains its work files in accordance with its records retention policy.
Any unauthorized use or disclosure of Confidential Information constitutes a material breach of this Agreement and may result in suspension or termination of Services and the pursuit of available remedies.
Client shall be responsible for any breach of this Section by its employees, agents, advisors, or representatives.
7. Chargebacks, Disputes, and Disagreement with Findings
You acknowledge and agree that the delivery of any report or output through the Services constitutes a completed digital and professional service. All fees for reports and related Services are earned upon delivery and are non-refundable to the fullest extent permitted by law.
You further acknowledge that all quality of earnings reports, analyses, and related outputs are based on professional judgment, the application of accepted analytical procedures, and reliance on financial, operational, and other information provided by you or obtained from third-party sources. Quality of earnings findings involve judgment and may vary among qualified professionals.
You agree not to initiate or pursue any chargeback, reversal, or payment dispute with your payment provider following delivery of a report, except solely in cases of unauthorized use of a payment method. For the avoidance of doubt, disagreement with the findings, adjustments, procedures, assumptions, underlying inputs, or outcome does not constitute error, non-performance, or grounds for reversal.
You expressly acknowledge that the following do not constitute fraud, error, or non-performance:
The existence of alternative analyses, rules of thumb, anecdotal market data, or opinions from brokers, buyers, lenders, or other advisors does not invalidate the Services performed or the findings reached.
Any chargeback or payment dispute initiated after delivery of a report, except in cases of unauthorized use of a payment method, constitutes a material breach of these terms. You agree to reimburse BizWorth for all amounts subject to reversal, along with any associated fees, penalties, costs, and expenses incurred, including payment processor fees, administrative costs, and reasonable attorneys’ fees.
BizWorth reserves the right to suspend or terminate your account and pursue any available remedies at law or in equity.
8. Ownership and Use Restrictions
BizWorth shall own all right, title, and interest in and to all reports, databooks, deliverables, methodologies, and related materials (the “Deliverables”).
Client is granted a limited, non-transferable, non-exclusive license to use the Deliverables solely for the purpose outlined in the Order Summary.
Client shall not
Any unauthorized use constitutes a material breach of this Agreement.
9. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT, WHETHER THE CLAIM IS BASED IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), CONTRACT, OR OTHERWISE, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO LIMIT THEIR RESPECTIVE LIABILITY TO DIRECT DAMAGES ONLY.
IN NO EVENT SHALL BIZWORTH’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT EXCEED THE FEES PAID TO BIZWORTH FOR THE SERVICES GIVING RISE TO THE CLAIM.
NOTWITHSTANDING THE FOREGOING, THIS LIMITATION SHALL NOT APPLY TO OBLIGATIONS ARISING UNDER CONFIDENTIALITY OR INDEMNIFICATION PROVISIONS, OR TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.
10. Indemnification
Client agrees to defend, protect, indemnify, and hold harmless BizWorth and its directors, officers, owners, members, managers, partners, employees, consultants, contractors, subcontractors, and affiliates from and against any and all liabilities, claims, suits, damages, losses, and causes of action, including reasonable attorneys’ fees and costs, arising out of or related to:
This indemnification obligation applies whether such claims arise in whole or in part from Client’s acts or omissions, and regardless of whether such acts are negligent, reckless, or intentional.
BizWorth reserves the right to control the defense of any such claim with counsel of its choosing, and Client agrees to cooperate fully in such defense.
11. Non-Disparagement
For purposes of this Section, “disparage” shall mean any negative statements, reviews, comments, or feedback, whether oral, written or otherwise, about BizWorth, BizWorth’s directors, officers, owners, members, managers, partners, employees, consultants, contractors, subcontractors or affiliates.
A. Client agrees not to disparage BizWorth either directly or by or through another person, through any medium to include, but not be limited to, text, email, social media (Facebook, Twitter, LinkedIn, etc.) or business review websites (Yelp, Consumer Affairs, Google Business Profile, etc.); provided, nothing herein shall prohibit (i) critical communications between BizWorth and Client or Client Parties during the engagement or (ii) Client and Client Parties from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process). For purposes of this subsection, the term “Client Parties” shall mean the executive officers and designated spokespersons of the Client.
B. Parties understand, agree, and acknowledge that BizWorth would be harmed financially by violation of this Section. Therefore, Client agrees to pay the amount equal to the sum of all reports and services invoiced to Client over the previous 12 months for each violation of this Section.
12. Governing Law and Dispute Resolution
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to conflicts of law principles. Venue for any dispute arising out of or related to this Agreement shall be exclusively in Harris County, Texas.
Client agrees to first attempt to resolve any dispute, claim, or alleged breach informally with BizWorth prior to initiating any legal action, unless such dispute involves imminent harm requiring immediate legal relief.
13. Court Proceedings and Testimony
In the event that BizWorth is subpoenaed by a court of competent jurisdiction or is requested by Client or other party to provide documentation or testimony related to any report prepared on behalf of the Client, including any request from a lender, regulator, or government agency, the Client agrees to compensate BizWorth for its services as follows:
A. Hourly Rates: The Client shall pay BizWorth at BizWorth’s prevailing hourly rates for the time spent by BizWorth personnel in providing documentation and/or preparing, attending, or providing testimony in court proceedings, including but not limited to depositions, hearings, trials, and related matters.
B. Travel Expenses: Additionally, the Client shall reimburse BizWorth for all reasonable and documented travel-related expenses incurred by BizWorth personnel in connection with their participation in court proceedings, including, but not limited to, travel costs, accommodations, meals, and incidentals.
C. Notification: The Client shall promptly notify BizWorth of any subpoena or legal request for documentation or testimony that pertains to the services provided by BizWorth. The Client shall provide BizWorth with a copy of the subpoena or legal request upon receipt.
D. Upfront Payment: The Client shall make an upfront payment to BizWorth for the anticipated cost of providing documentation or testimony as specified by BizWorth prior to the commencement of such services. This upfront payment shall cover BizWorth’s estimated fees and anticipated travel-related expenses.
E. Additional Costs: In the event that the actual costs incurred by BizWorth exceed the upfront payment, the Client shall promptly reimburse BizWorth for any additional costs upon receipt of an invoice from BizWorth.
We have no obligation to issue a report, communicate our research, analyses, or findings, or appear for testimony until the Client’s account is paid in full, or alternative arrangements have been mutually agreed upon in writing.
Client acknowledges their awareness of the extent of services performed, understands this agreement, and accepts its terms.
14. Acceptance of Terms
By completing checkout, accessing the Services, or receiving any Deliverables, Client confirms acceptance of this Agreement and acknowledges that it is legally binding.
15. No Fiduciary Relationship
BizWorth is acting solely as an independent contractor and not as a fiduciary, advisor, or representative of Client. Nothing in this Agreement shall be construed to create any fiduciary, partnership, joint venture, or agency relationship.
16. Relationship to Other Agreements
If Client is a party to a separate written agreement with BizWorth, including a signed engagement letter or Master Services Agreement, the terms of such agreement shall control in the event of any conflict with this Agreement.
In the absence of such an agreement, this Agreement constitutes the entire agreement between the parties with respect to the Services described herein and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
17. Recovery of Fees and Enforcement Costs
Client agrees to reimburse BizWorth for all costs and expenses incurred in enforcing this Agreement, including but not limited to reasonable attorneys’ fees, court costs, collection costs, expert fees, and expenses associated with responding to or reversing any chargeback, payment dispute, or unauthorized reversal.
To the extent permitted by law, BizWorth shall be entitled to recover such fees and costs in any action or proceeding arising out of or related to this Agreement in which BizWorth prevails, in addition to any other relief awarded.