Terms of Service

These terms govern your use of CipherCFO's services. We have written them to be readable, not just defensible. If something is unclear, email advisory@ciphercfo.com.

1. Scope of services

CipherCFO provides fractional CFO advisory services: financial analysis, reporting, forecasting, covenant monitoring, and related CFO-level judgment on your business financials.

What we are not: Our services are advisory in nature. Nothing we deliver constitutes:

• Legal advice — consult a licensed attorney for legal questions.
• Tax advice or tax preparation — consult a CPA or enrolled agent for tax matters.
• Investment advice — CipherCFO is not a registered investment adviser. Nothing in our deliverables should be construed as a recommendation to buy, sell, or hold any security.
• Audit or assurance services — our reports are management-prepared analysis, not audited or reviewed financial statements.

The engagement scope, deliverables, and pricing are set out in the statement of work or engagement letter signed by both parties. In case of conflict, the signed engagement letter takes precedence over these general terms.

2. Payment terms

Diagnostic Sprint

A one-time fixed-fee engagement. Payment is due before work begins. The fee is non-refundable once the diagnostic analysis has been delivered.

Fractional CFO Retainer

Monthly retainer billed on the first of each month (or as otherwise specified in your engagement letter). Payment is due within 10 days of invoice. Accounts more than 15 days past due may have portal access suspended until payment is received.

Turnaround Engagement

Fees, milestones, and payment schedule are specified in the engagement letter. Turnaround engagements typically require a retainer deposit before work begins.

Late payments

Invoices unpaid after 30 days accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by Utah law, whichever is lower. CipherCFO reserves the right to suspend services during periods of non-payment.

3. Confidentiality

Our obligations to you

CipherCFO treats all client financial data, business information, and deliverables as confidential. We will not disclose your information to third parties except:

• To subprocessors as described on our Security page, who process data on our behalf under confidentiality agreements.
• As required by law, court order, or regulatory requirement.
• With your express written permission.

We may reference that you are a client (e.g., in aggregate statistics) without identifying your company by name, unless you have given permission for a named reference.

Your obligations to us

CFO deliverables — reports, forecasts, analyses, and written recommendations — contain methodologies and judgments that represent proprietary work product. You may share deliverables internally and with your board, lenders, and advisers. You may not reproduce, resell, or publish our methodologies or deliverable formats without written permission.

4. Intellectual property

Upon full payment, you own the deliverables — the reports, analyses, and forecasts produced for your company. CipherCFO retains ownership of the underlying models, frameworks, templates, and software used to produce them.

5. Limitation of liability

CipherCFO's liability for any claim arising from the services is limited to the total fees paid by you in the three months preceding the event giving rise to the claim.

CipherCFO is not liable for:

• Business decisions you make based on our analysis.
• Errors resulting from inaccurate or incomplete data provided by you or your accounting system.
• Indirect, consequential, incidental, or punitive damages of any kind.
• Loss of profits, loss of revenue, or loss of business opportunity.

Our deliverables are management-prepared analysis based on the information available at the time. They are not guarantees of future performance or outcomes.

6. Termination

Retainer engagements

Either party may terminate the retainer with 30 days written notice. You will be invoiced for any work completed during the notice period. There is no long-term contract and no early termination penalty.

Diagnostic Sprint

Fixed-fee engagements are not cancelable once work has begun, but may be paused by mutual agreement.

Turnaround engagements

Termination terms for turnaround engagements are specified in the engagement letter.

Upon termination

CipherCFO will revoke OAuth access to your accounting system immediately upon engagement end. Your data will be retained for 90 days, then deleted. You may request earlier deletion by emailing advisory@ciphercfo.com.

7. Representations

You represent that you have the authority to connect your accounting system to CipherCFO and to share the financial data accessible through that connection.

CipherCFO represents that it will perform services with reasonable skill and care, and that it maintains appropriate security controls as described on our Security page.

8. Dispute resolution and governing law

These terms are governed by the laws of the State of Utah, United States, without regard to conflict-of-law principles.

Disputes will first be addressed by direct negotiation between the parties. If not resolved within 30 days, either party may pursue available legal remedies in the courts of Utah.

9. Changes to these terms

We may update these terms from time to time. We will notify active clients by email at least 14 days before material changes take effect. Continued use of the service after that date constitutes acceptance.

10. Contact

Questions about these terms: advisory@ciphercfo.com