Effective Date: June 18, 2026
This Provider Agreement (“Agreement”) is entered into by and between Startup Accountant Inc., a Delaware corporation, together with its affiliates, subsidiaries, divisions, brands, trade names, and doing-business-as names, including Landusup (collectively, the “Company”), and the individual or entity accepting this Agreement (“Provider”).
By registering, onboarding, accepting referrals, receiving payments, or providing services through or in connection with the Company, Provider agrees to be legally bound by this Agreement.
1. Independent Contractor Relationship
Provider is an independent contractor and not an employee, agent, partner, joint venturer, fiduciary, or representative of the Company.
Provider has no authority to bind the Company.
Provider shall not represent otherwise to any third party.
Provider assumes full responsibility for all professional services performed.
2. Provider Services
Provider may offer accounting, bookkeeping, tax preparation, tax filing, advisory, or related professional services directly to Clients referred or introduced through the Company.
Provider is solely responsible for:
- professional judgment;
- tax positions;
- accounting treatments;
- filings and submissions;
- compliance with all applicable laws;
- deadlines;
- regulatory obligations;
- accuracy of all work product.
The Company does not supervise, control, review, approve, or validate Provider services.
3. No Agency or Fiduciary Duty
Nothing in this Agreement creates any fiduciary duty between Provider and the Company.
The Company does not owe Provider any fiduciary obligations.
Provider acknowledges the Company is solely a marketplace and payment facilitator.
4. Licensing, Certifications, and Compliance
Provider represents and warrants that:
- all licenses are valid and in good standing;
- Provider will maintain all required licenses;
- Provider complies with all applicable laws and professional standards;
- Provider is authorized to provide all services offered.
Provider must immediately notify the Company of:
- license suspension or revocation;
- disciplinary action;
- investigations;
- criminal charges related to professional conduct;
- regulatory inquiries.
5. Insurance Requirements
Provider must maintain, at Provider’s own expense:
- professional liability insurance (E&O);
- general liability insurance (if applicable);
- cyber liability insurance (if handling sensitive data).
Minimum coverage amounts may be required by the Company and may be updated at any time.
Provider must provide proof of insurance upon request.
Failure to maintain insurance is grounds for immediate suspension.
6. Payment Facilitation, Holding & Remittance
The Company collects payments from Clients and remits funds to Providers, minus applicable fees.
Provider acknowledges:
- the Company acts only as a payment facilitator;
- the Company is not responsible for Client payments;
- the Company may delay payments in its sole discretion.
The Company may hold funds:
- pending verification;
- during disputes;
- during fraud investigations;
- during chargeback review;
- during regulatory inquiries;
- where risk is suspected.
7. Fees, Offsets, and Clawbacks
The Company may deduct from Provider payments:
- platform fees;
- referral fees;
- subscription fees;
- transaction fees;
- processing fees;
- chargebacks;
- refunds;
- penalties;
- dispute resolution costs;
- legal costs arising from Provider conduct.
Clawback Rights
The Company may reclaim or offset amounts already paid to Provider if:
- Client disputes services;
- fraud is suspected;
- errors are identified;
- chargebacks occur;
- regulatory issues arise;
- Provider breaches this Agreement;
- Provider work results in penalties, audits, or liabilities.
Provider agrees to repay such amounts immediately upon demand.
8. Audit Rights
The Company may audit Provider’s:
- billing records;
- service logs;
- communications with Clients;
- tax filings (where relevant);
- invoices;
- work product related to Platform engagements.
Provider must cooperate fully with audits.
Failure to cooperate is grounds for immediate termination.
9. Tax Responsibility
Provider is solely responsible for all taxes arising from payments received, including:
- income taxes;
- self-employment taxes;
- payroll taxes;
- VAT/GST/sales taxes (if applicable).
The Company does not provide tax advice or tax withholding services except as legally required.
10. Provider Indemnification (Expanded Malpractice Coverage)
Provider agrees to defend, indemnify, and hold harmless the Protected Parties from and against any and all claims, damages, liabilities, losses, penalties, fines, settlements, judgments, costs, and expenses (including attorneys’ fees) arising from or related to:
- Provider services;
- accounting errors;
- tax preparation errors;
- tax filings or omissions;
- bookkeeping errors;
- negligent or wrongful acts;
- malpractice claims;
- misrepresentation;
- fraud or intentional misconduct;
- regulatory investigations;
- audits or penalties;
- licensing violations;
- failure to maintain insurance;
- breach of confidentiality;
- data misuse or privacy violations;
- Client disputes;
- third-party claims.
This indemnification applies regardless of whether the Company participated in or facilitated the transaction.
11. Release of Claims Against Company
Provider releases the Company from all claims arising from:
- Client disputes;
- non-payment by Clients;
- service expectations;
- tax or accounting outcomes;
- regulatory actions;
- professional judgment decisions;
- Platform matching or referrals.
12. Confidentiality
Provider must maintain confidentiality of all non-public Client and Company information.
Provider may not use such information for any purpose other than performing services through the Platform.
13. Prohibited Conduct
Provider may not:
- misrepresent qualifications or licensing;
- engage in fraud or deception;
- circumvent Platform fees;
- solicit Clients outside the Platform (anti-circumvention);
- share confidential data improperly;
- violate laws or regulations;
- engage in discriminatory or abusive conduct.
14. Non-Circumvention
Provider agrees not to bypass the Company by directly soliciting Clients introduced through the Platform for a period of:
- 24 months after introduction (or longer if legally enforceable).
Violation results in liquidated damages equal to lost lifetime platform fees plus $10,000 per Client.
15. Termination and Suspension
The Company may:
- suspend Provider immediately;
- terminate Provider immediately;
- withhold payments pending investigation;
for any reason or no reason, including suspected fraud, compliance risk, or reputational harm.
16. Limitation of Liability
To the maximum extent permitted by law:
- Company liability is limited to $100 USD or amounts paid to Provider in the prior 3 months;
- Company is not liable for Provider-client disputes.
17. Arbitration
All disputes shall be resolved exclusively through binding arbitration administered by JAMS.
- Individual arbitration only
- No class actions
- No jury trials
- No consolidated proceedings
18. Governing Law
Delaware law governs exclusively.
19. Force Majeure
No liability for events outside reasonable control.
20. Relationship to Clients
Provider acknowledges:
- Clients are not customers of the Company for professional services;
- all professional services are provided solely by Provider;
- Company is not responsible for outcomes of Provider services.
21. Data Handling
Provider may only use Client data for providing services.
Provider must implement reasonable safeguards to protect data.
22. Entire Agreement
This Agreement constitutes the entire agreement between Provider and Company.
23. Contact
Startup Accountant Inc.
195 Plymouth Street, ste 505, Brooklyn, NY 11201
legal@startupaccountant.co