These Terms of Service (“Terms”) govern access to and use of the Squared Right website and all services provided by Squared Right LLC, a Florida limited liability company (“Squared Right,” “we,” “us,” or “our”).
These Terms form a binding agreement between Squared Right and the individual or entity purchasing or receiving services (“Client,” “you,” or “your”).
By signing a service agreement, accepting a proposal or order, submitting payment, authorizing a payment method, accessing a Client workspace, uploading information for our review, or otherwise engaging Squared Right to perform services, you acknowledge that you have read, understood, and agreed to these Terms.
If you accept these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity.
1. About Squared Right
Squared Right is a payroll validation, reconciliation, and reporting firm serving subcontractors working on federal and federally funded construction projects subject to the Davis-Bacon and Related Acts.
Our services are designed to assist Clients with reviewing payroll information against applicable project requirements, identifying apparent discrepancies, reconciling payroll information, organizing supporting documentation, and preparing certified payroll reports, including ready-to-sign U.S. Department of Labor Form WH-347 reports where applicable.
We Do Not Run Payroll
Squared Right is not a payroll processor or payroll provider.
We do not:
- calculate or process the Client’s payroll;
- issue employee wages;
- initiate direct deposits;
- withdraw payroll funds from Client accounts;
- calculate or remit payroll taxes;
- make changes within the Client’s payroll system;
- issue back wages;
- make payroll corrections on the Client’s behalf;
- act as an employer of record;
- make employment decisions for the Client; or
- sign or certify certified payroll reports on the Client’s behalf.
The Client remains responsible for its employees, payroll system, payroll practices, wages, benefits, taxes, corrections, certifications, and contractual obligations.
2. Scope of Services
The specific services included in an engagement are determined by the Client’s selected service tier and the applicable service agreement, proposal, order, invoice, statement of work, or other written scope issued or accepted by Squared Right.
Depending on the engagement, services may include:
- project setup;
- preparation of a project rules sheet;
- review of project information supplied by the Client;
- review of applicable wage determination information;
- worker classification and wage-rate matching;
- weekly payroll validation;
- payroll reconciliation;
- review of reported base wages;
- review of applicable fringe-benefit information;
- review of daily and weekly hours;
- review of applicable overtime information;
- identification of apparent payroll discrepancies or underpayments;
- paid sick leave tracking when included and applicable;
- preparation of ready-to-sign WH-347 certified payroll reports;
- preparation of a weekly recap summarizing the review performed for each report;
- organization of supporting payroll documentation; and
- maintenance of project records within the scope of the engagement.
Services are performed on a per-project basis unless Squared Right expressly agrees otherwise in writing.
Each federal project may involve different wage determinations, classifications, contractual requirements, reporting requirements, personnel, and payroll records. Accordingly, separate projects may require separate service fees and engagements.
Any service, task, research, correction, reconstruction, historical review, additional project, additional reporting requirement, or other work outside the agreed scope may require additional fees or a separate written engagement.
3. The Square Method™
Squared Right may perform its services using its proprietary Square Method™.
The Square Method evaluates payroll through four primary areas:
Right Match — matching workers to applicable job classifications and project wage information.
Right Wages — reviewing reported base wages and applicable fringe-benefit information.
Right Hours — reviewing reported daily and weekly hours and applicable overtime information.
Right Proof — preparing applicable payroll documentation and supporting records.
The Square Method™, including its name, methodology, sequence, structure, processes, worksheets, templates, procedures, written materials, graphics, and related intellectual property, remains the exclusive property of Squared Right.
4. Client Responsibilities
Squared Right’s ability to perform its services depends upon the Client providing complete, accurate, current, and timely information.
The Client is responsible for providing all information reasonably necessary for Squared Right to perform the engagement.
This information may include:
- contracts and relevant project documents;
- applicable wage determinations;
- the wage determination modification incorporated into the contract;
- labor standards provisions;
- current crew information;
- employee or worker information;
- worker classifications;
- descriptions of work performed;
- payroll reports;
- timesheets showing hours worked by day;
- base wage information;
- fringe-benefit information;
- benefit-plan information;
- overtime information;
- approved additional classifications;
- payroll corrections;
- information regarding new workers;
- classification changes;
- prime-contractor instructions;
- project-specific reporting requirements; and
- other records reasonably requested by Squared Right.
The Client must promptly notify Squared Right of any change that could affect our work, including changes involving workers, classifications, wage rates, project requirements, fringe benefits, work performed, payroll information, contract modifications, or reporting requirements.
Unless expressly included in the scope of services, Squared Right is not responsible for independently auditing or authenticating Client-supplied information.
We are entitled to rely upon information supplied by the Client and its authorized representatives in performing the services.
5. Client Responsibility for Payroll
The Client remains solely responsible for operating its payroll system, maintaining accurate payroll records, and paying its employees correctly and timely.
If Squared Right identifies an apparent shortage, discrepancy, classification concern, missing record, inconsistent information, or other payroll issue, we will communicate the issue to the Client based upon the information available to us.
Identification of an issue by Squared Right does not transfer responsibility for the underlying payroll obligation to Squared Right.
The Client remains responsible for:
- determining and implementing payroll corrections;
- correcting payroll records;
- issuing back wages;
- correcting employee classifications;
- resolving payroll discrepancies;
- obtaining missing information;
- communicating with its payroll provider;
- paying employees;
- paying applicable taxes and benefits; and
- providing corrected information to Squared Right.
Squared Right does not withdraw funds from Client accounts, issue employee payments, amend payroll within the Client’s payroll system, or pay wages, taxes, penalties, interest, benefits, or other amounts on behalf of the Client.
Required Information, Client Holds, Suspension, and Termination
The Client is responsible for providing all payroll records, timesheets, project information, corrections, approvals, responses, and other information reasonably requested by Squared Right within the time necessary for us to perform the services.
Squared Right has no obligation to begin or continue work when required information is missing, incomplete, inconsistent, inaccessible, or awaiting Client clarification, correction, or approval.
For purposes of the following timeline, the applicable period begins when Squared Right provides written notice identifying the information, correction, approval, or response reasonably required to continue work.
Client Hold — After 2 Business Days
If the requested information has not been received within 2 business days after Squared Right’s written request, the affected project may be placed on Client Hold.
While a project is on Client Hold:
- work on the affected project may stop;
- applicable turnaround periods stop running;
- scheduled completion dates may be withdrawn;
- the On-Time Promise does not apply;
- Squared Right is not required to preserve the Client’s previous position in the production schedule; and
- fees otherwise due under the Client’s service term remain payable.
Suspension — After 5 Business Days
If the requested information remains outstanding for 5 business days after Squared Right’s initial written request, Squared Right may place the affected project or engagement in Suspended status upon written notice.
During a suspension:
- active work on the affected project ceases;
- no turnaround or delivery commitment continues to run;
- the On-Time Promise does not apply;
- Squared Right may reallocate reserved production capacity;
- scheduled work and delivery dates may be canceled;
- payment obligations continue according to the applicable service agreement; and
- reinstatement is subject to Squared Right’s then-current availability.
Termination Eligibility — After 10 Business Days
If requested information remains outstanding for 10 business days after Squared Right’s initial written request, Squared Right may terminate the affected project or engagement upon written notice.
Squared Right may also terminate an engagement when repeated Client delays, even when individually shorter than 10 business days, materially interfere with our ability to perform the services, maintain an orderly production schedule, or reasonably administer the engagement.
Upon termination:
- Squared Right has no obligation to perform additional services for the terminated engagement;
- outstanding invoices and other amounts properly due remain payable;
- termination does not eliminate payment obligations already incurred under the applicable service agreement or minimum service commitment;
- payments already made remain subject to the refund provisions of these Terms;
- Squared Right may close the Client’s active production file after completing required administrative steps; and
- future services may require a new engagement and will be subject to then-current pricing, availability, onboarding requirements, and payment terms.
Calculation of Business Days
For purposes of the 2-business-day, 5-business-day, and 10-business-day periods, the clock begins on the first business day following Squared Right’s written request.
Business days are Monday through Friday, excluding federal holidays and days on which Squared Right has provided advance notice that its offices are closed.
If Squared Right later requests additional information that could not reasonably have been identified in the original request, a new response period may begin for that newly requested information.
A new request does not automatically reset an existing Client Hold, Suspension, or termination timeline relating to previously requested information that remains outstanding.
Written Notice
Written notice may be provided by email to the Client’s designated business contact or through another electronic communication method agreed to by the parties.
The Client is responsible for maintaining current contact information and monitoring communications concerning the engagement.
Failure to read or respond to a properly delivered notice does not prevent an applicable Client Hold, Suspension, or termination period from running.
Resumption
To request reinstatement following a Client Hold or Suspension, the Client must provide:
- all outstanding information in complete and usable form;
- all required payroll corrections;
- all required approvals or responses; and
- all amounts then due.
Once those requirements are satisfied, Squared Right will determine when the project can return to production based upon then-current availability.
The Client’s previous production position, turnaround period, or delivery date is not automatically restored.
6. WH-347 Review, Certification, and Signature
Squared Right may prepare WH-347 certified payroll reports using information supplied by the Client and information developed through our review.
Unless otherwise expressly agreed in writing, completed reports are provided to the Client ready for Client review and signature.
The Client must independently review each completed report before signing, certifying, or submitting it.
The Client remains solely responsible for determining that the report accurately reflects its employees, payroll, classifications, hours, wages, benefits, deductions, and other information.
Any certification, statement of compliance, representation, attestation, or signature appearing on a certified payroll report belongs to the Client and its authorized representative.
Squared Right does not sign, certify, attest to, or make governmental representations in the Client’s name.
By signing or submitting a report, the Client confirms that it has reviewed the report and accepts responsibility for the certifications and representations contained in it.
7. Submission of Reports
Unless submission services are expressly included in the Client’s written scope of work, the Client is responsible for submitting completed certified payroll reports to its prime contractor, contracting agency, governmental recipient, or other required party.
Delivery of a completed report to the Client does not constitute submission to a government agency, prime contractor, or third party.
The Client remains responsible for knowing and meeting its contractual and governmental submission requirements and deadlines.
8. Dropbox File Delivery
Squared Right uses Dropbox as its designated platform for Client file uploads, document exchange, and project-file access unless another method is designated by Squared Right in writing.
Clients must submit requested project and payroll files through the Dropbox link, file request, folder, or workspace designated by Squared Right.
Sensitive Information
Unless expressly instructed otherwise, Clients should not transmit payroll records, employee records, or other sensitive project documentation as ordinary email attachments.
Email may be used for routine communications, questions, notices, and notifications that documents have been uploaded.
Client Responsibility for Uploads
The Client is responsible for:
- uploading files to the correct designated location;
- confirming that uploads successfully complete;
- providing readable and usable files;
- ensuring files are not corrupted;
- providing necessary passwords or permissions for restricted files;
- maintaining its own copies of business and payroll records;
- ensuring that it has authority to provide the information; and
- notifying Squared Right of an upload when requested.
An attempted upload, incomplete upload, inaccessible file, corrupted file, expired link, or upload to an incorrect location does not constitute delivery to Squared Right.
Dropbox as a Third-Party Provider
Dropbox is an independent third-party service provider.
Use of Dropbox may also be governed by Dropbox’s applicable terms, policies, security practices, availability, and technical limitations.
Squared Right does not control Dropbox’s infrastructure and cannot guarantee uninterrupted availability, error-free operation, or absolute security of any third-party platform.
If Dropbox becomes unavailable or unsuitable, Squared Right may designate another reasonable file-transfer method.
9. Weekly Turnaround
Our standard turnaround is within two business days after Squared Right receives all complete and usable information necessary to prepare the applicable report.
Uploading a file does not, by itself, start the turnaround period.
The turnaround period begins only when required information has been received in complete and usable form and no unresolved Client issue prevents Squared Right from reasonably proceeding.
If information is missing, incomplete, inconsistent, inaccessible, or requires correction or clarification, the turnaround period will not begin—or, if already begun, may be paused—until the issue is resolved.
10. On-Time Promise
When the Client provides all required payroll information by Monday and Squared Right does not provide the applicable ready-to-sign report within two business days after receiving complete and usable information, the affected week’s reporting service will be provided at no charge.
The On-Time Promise applies only when:
- all required information was timely received;
- the information was complete and usable;
- no Client correction or clarification was required;
- no Client Hold or Suspension applied;
- payment obligations were current;
- no third-party outage or event outside Squared Right’s reasonable control prevented performance; and
- the delay was attributable to Squared Right.
The On-Time Promise does not apply to delays caused by the Client, Client personnel, payroll providers, prime contractors, government agencies, Dropbox, another third-party system, or circumstances outside Squared Right’s reasonable control.
The free-week remedy is the Client’s sole remedy under the On-Time Promise and applies only to the affected weekly reporting service.
11. Pricing and Service Tiers
Pricing is generally based on crew size and assessed separately for each project.
Unless otherwise agreed in writing, each federal project constitutes a separate service engagement.
Current service tiers may include:
- Squared Baseline: 1–8 workers, $1,000 per project, per month
- Squared Midrange: 9–15 workers, $1,500 per project, per month
- Squared Advanced: 16–25 workers, $2,000 per project, per month
- Squared Flagship: 26+ workers, Custom pricing
Crew size is reviewed monthly.
If a project’s crew size moves into another pricing tier, the applicable pricing adjustment begins with the following billing period.
Custom, unusually complex, historical, accelerated, corrective, or out-of-scope work may be separately quoted.
12. Payment Required Before Services
Payment Is Due in Full Before Services Are Rendered
All fees are due in full and must be successfully paid before Squared Right begins or renders services for the applicable project, service period, or engagement.
An invoice, signed agreement, consultation, onboarding communication, scheduled start date, Dropbox folder, file upload, or reservation of anticipated availability does not obligate Squared Right to begin services before required payment has been successfully received.
Squared Right is not required to:
- begin project setup;
- review Client files;
- analyze payroll;
- perform reconciliation;
- prepare reports;
- prepare a WH-347;
- reserve a production deadline;
- release a completed deliverable; or
- continue recurring services
until the applicable payment has been successfully received.
Payment and Required Information Are Separate Conditions
Payment alone does not begin Squared Right’s production or turnaround period.
Before production begins, both of the following must occur:
- all fees then due must be successfully paid in full; and
- all information reasonably required to perform the applicable services must be received in complete and usable form.
The production or turnaround period begins only after both conditions have been satisfied.
13. Stripe Payment Processing
Squared Right uses Stripe as its designated third-party payment processor.
Payments may be made through payment methods made available through Stripe and accepted by Squared Right.
By providing payment information and authorizing a transaction, the Client authorizes Stripe and its applicable financial partners to process payment and authorizes Squared Right to receive payment for the applicable services.
Squared Right generally does not receive or store complete payment-card or bank-account credentials when those credentials are collected and maintained directly by Stripe.
Use of Stripe may also be governed by Stripe’s applicable terms and policies.
Recurring Payments
Recurring services are billed monthly in advance unless otherwise expressly stated in writing.
By enrolling in recurring services and providing an authorized payment method, the Client authorizes Squared Right, through Stripe, to charge that payment method for recurring amounts properly due under the engagement.
The Client is responsible for maintaining a valid payment method.
Removing, replacing, expiring, or canceling a payment method does not itself terminate the Client’s service agreement, minimum service commitment, or obligation to pay amounts properly due.
14. Failed Payments and Payment Hold
If a required payment is declined, reversed, canceled, returned, blocked, disputed, or otherwise not successfully received, Squared Right has no obligation to begin or continue the affected services.
For an existing Client, Squared Right may immediately place the affected project or account on Payment Hold.
During a Payment Hold:
- services may stop;
- production deadlines stop running;
- turnaround commitments are suspended;
- the On-Time Promise does not apply;
- deliverables may be withheld to the extent permitted by law; and
- Squared Right is not required to preserve the Client’s previous position in the production schedule.
Payment Hold does not cancel amounts properly owed under the engagement.
After payment is successfully received, work may return to production according to Squared Right’s then-current availability.
15. Chargebacks and Payment Disputes
A chargeback, payment dispute, reversal, or similar payment challenge does not automatically terminate the Client’s contractual payment obligations.
Clients who believe a charge is incorrect should promptly contact Squared Right so the parties can attempt to resolve the matter.
If a Client initiates a chargeback or payment dispute concerning an amount properly due under the engagement, Squared Right may suspend services while the dispute is pending.
Squared Right may provide Stripe, applicable financial institutions, payment networks, or other parties involved in the dispute with records reasonably necessary to document the transaction, authorization, engagement, communications, deliverables, and applicable contractual terms.
Nothing in this section limits nonwaivable rights available under applicable law or payment-network rules.
16. Minimum Service Term
Unless a different term is expressly stated in writing, engagements have a minimum term of three months or the remaining duration of the applicable project, whichever is shorter.
The minimum service term represents a contractual commitment and is separate from the Client’s actual utilization of available services.
The Client’s failure to provide files, payroll information, responses, corrections, approvals, or other required materials does not automatically shorten the minimum term or eliminate payment obligations arising under it.
After the minimum service term has been satisfied, recurring services may be terminated with at least 30 days’ written notice, subject to these Terms and any applicable service agreement.
17. Cancellation and Termination
During the applicable minimum service term, the Client remains responsible for charges required by the agreed commitment unless otherwise required by applicable law or expressly agreed by Squared Right in writing.
After the minimum term, the Client may terminate recurring services by providing at least 30 days’ written notice.
Squared Right may pause, suspend, or terminate services for reasons including:
- nonpayment;
- failed or reversed payment;
- failure to provide required information;
- repeated or material Client delays;
- failure to make required payroll corrections;
- material breach of these Terms;
- misuse of Squared Right’s services or systems;
- requests that Squared Right falsify, conceal, misrepresent, alter, or improperly certify information;
- suspected fraudulent or unlawful conduct;
- abusive or threatening conduct;
- unreasonable interference with our ability to perform the engagement; or
- circumstances that make continued performance unlawful or professionally inappropriate.
The specific Client-delay timeline established in Section 5 applies when termination results from failure to provide required information.
Where reasonably practicable, Squared Right will provide written notice before suspension or termination.
Termination does not eliminate amounts already due or payment obligations already incurred under an applicable minimum service commitment.
18. Refunds and Credits
Because Squared Right reserves professional capacity, performs project setup, maintains ongoing availability, and provides recurring professional services, payments are nonrefundable once the applicable paid service period has begun, except where otherwise required by applicable law or expressly agreed by Squared Right in writing.
A Client is not entitled to a refund, credit, extension, or replacement service period solely because the Client:
- failed to provide required information;
- failed to upload weekly payroll records;
- delayed responding to Squared Right;
- failed to make required payroll corrections;
- did not utilize available service capacity;
- experienced a project delay;
- changed payroll providers;
- reduced its use of the service;
- failed to submit a completed report;
- was placed on Client Hold or Suspension due to its own actions or omissions; or
- otherwise prevented or delayed Squared Right from performing services.
Nothing in this provision eliminates a refund or remedy required by applicable law.
Credits issued under the On-Time Promise are governed by Section 10.
19. Client Delays
A Client delay occurs whenever Squared Right cannot reasonably proceed because required information, action, correction, approval, payment, or response has not been received.
Examples include:
- late payroll records;
- missing timesheets;
- incomplete project information;
- incorrect or missing wage determination information;
- unreported worker changes;
- unreported classification changes;
- missing fringe-benefit information;
- unresolved payroll discrepancies;
- incomplete payroll corrections;
- unavailable Client personnel;
- delayed responses;
- missing approvals;
- inaccessible files;
- incomplete Dropbox uploads; or
- information that must be obtained from the Client’s payroll provider or another party under the Client’s control.
Client delays automatically extend affected deadlines and suspend applicable turnaround commitments.
A Client delay does not require Squared Right to reserve production capacity indefinitely.
The 2-business-day Client Hold, 5-business-day Suspension, and 10-business-day termination eligibility timeline established in Section 5 governs failures to provide requested information.
20. Record Security and Sensitive Information
Squared Right handles payroll and project information using designated business systems and administrative safeguards appropriate to the nature of the services.
No electronic system can be guaranteed to be completely secure.
Clients must use Squared Right’s designated Dropbox process for sensitive project files unless another method is expressly authorized.
Clients should not provide full Social Security numbers unless Squared Right specifically requests such information and provides an approved method for transmitting it.
Where worker identification is required for our standard reporting process, Squared Right intends to use only information reasonably necessary for that purpose, including the last four digits of worker identification numbers where appropriate.
The Client represents that it has the legal and contractual authority to provide employee, payroll, project, and other information submitted to Squared Right.
Our collection, processing, retention, and disclosure of personal information are further addressed in our Privacy Policy.
21. Third-Party Services
Squared Right uses or may use third-party technology and service providers in operating its business, including Dropbox for file exchange and Stripe for payment processing.
We may also interact with Client payroll platforms, government systems, prime-contractor systems, electronic-signature platforms, email providers, hosting providers, and other business technology.
These services are operated independently from Squared Right.
Squared Right is not responsible for third-party outages, service interruptions, technical failures, cybersecurity incidents, processing delays, changes in functionality, discontinued services, or other events outside our reasonable control.
When reasonably necessary, Squared Right may substitute another service provider or method of delivery.
22. No Legal, Tax, or Accounting Advice
Squared Right provides payroll validation, reconciliation, administrative reporting, and related support services.
Squared Right is not a law firm and does not provide legal advice.
Unless separately qualified and expressly engaged to do so, Squared Right does not provide tax advice, accounting opinions, legal interpretations, legal representation, or other licensed professional services.
Our services, website, reports, communications, tools, and educational information are not substitutes for advice from an attorney, accountant, payroll tax professional, contracting officer, or other qualified professional when such advice is required.
23. No Guarantee of Governmental or Contractual Outcome
Our services are intended to assist Clients with payroll validation, reconciliation, documentation, and reporting.
They do not constitute a government audit, legal opinion, or official determination of compliance.
Squared Right does not guarantee:
- acceptance of a report;
- approval by a prime contractor;
- approval by a government agency;
- a particular interpretation by a contracting officer;
- a particular interpretation by an investigator or auditor;
- successful completion of an audit;
- avoidance of back-pay obligations;
- avoidance of penalties;
- avoidance of withheld payments;
- continuation of a contract;
- award of future contracts; or
- any other governmental, contractual, or financial outcome.
Government agencies, contracting officers, prime contractors, investigators, auditors, courts, and other authorized parties retain their respective authority to interpret and enforce applicable requirements.
24. Client-Supplied Information
Squared Right’s work is based substantially upon information supplied by the Client and third parties.
Squared Right is not responsible for consequences resulting from information that is inaccurate, incomplete, misleading, outdated, omitted, altered, or supplied too late for reasonable review.
If information previously supplied changes or is discovered to be inaccurate, the Client must promptly notify Squared Right.
Material rework caused by incorrect, incomplete, or changed Client information may constitute additional work and may be separately charged.
25. Website Information and Tools
Calculators, examples, FAQs, checklists, articles, illustrations, explanations, educational materials, and similar resources provided by Squared Right are for general informational purposes.
They are not substitutes for a project-specific review.
Any result generated by an online calculator or similar tool depends upon the information entered and does not constitute a certified payroll determination, legal conclusion, government approval, or guarantee of compliance.
26. Intellectual Property
Squared Right retains all right, title, and interest in its pre-existing and independently developed intellectual property, including:
- the Square Method™;
- proprietary processes;
- methodologies;
- templates;
- worksheets;
- checklists;
- calculation structures;
- website content;
- educational materials;
- graphics;
- branding;
- internal procedures; and
- proprietary systems.
The Client retains ownership of its underlying payroll records, employee information, contract information, and other materials supplied to Squared Right.
After all applicable fees have been paid, the Client may use completed Client-specific reports and deliverables for its internal business, contractual, compliance, reporting, and recordkeeping purposes.
No provision of these Terms transfers ownership of Squared Right’s underlying intellectual property to the Client.
27. Confidentiality
Squared Right will use reasonable measures to protect nonpublic business and payroll information received from Clients.
We may use such information as reasonably necessary to:
- provide the services;
- administer the engagement;
- communicate with the Client;
- maintain business records;
- process payments;
- operate our systems;
- protect our legal interests; and
- comply with applicable legal obligations.
Information may be disclosed to service providers supporting our operations or where disclosure is required by applicable law, legal process, governmental request, court order, subpoena, or other lawful authority.
Our Privacy Policy provides additional information regarding our handling of personal information.
28. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUARED RIGHT WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST CONTRACTS, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, OR BUSINESS INTERRUPTION ARISING FROM OR RELATING TO THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUARED RIGHT’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO A PARTICULAR ENGAGEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID TO SQUARED RIGHT FOR THE AFFECTED PROJECT DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
29. Indemnification
To the extent permitted by applicable law, the Client agrees to defend, indemnify, and hold harmless Squared Right LLC and its owners, officers, employees, contractors, representatives, and agents from third-party claims, liabilities, losses, damages, costs, and expenses arising from or relating to:
- materially inaccurate or incomplete information supplied by the Client;
- the Client’s payroll practices;
- employment decisions made by the Client;
- wages, benefits, taxes, or other compensation owed by the Client;
- payroll corrections not made by the Client;
- certifications or representations made or signed by the Client;
- the Client’s violation of applicable law;
- the Client’s breach of contractual obligations;
- unauthorized provision of employee or third-party information; or
- misuse of Squared Right’s services, systems, or deliverables.
This provision does not require indemnification to the extent prohibited by applicable law.
30. Independent Contractor Relationship
Squared Right performs services as an independent contractor.
Nothing in these Terms creates an employer-employee relationship, partnership, joint venture, fiduciary relationship, agency relationship, or other relationship authorizing Squared Right to bind the Client.
Squared Right is not the employer of the Client’s workers and does not assume the Client’s responsibilities as an employer, contractor, or subcontractor.
31. Force Majeure
Neither party will be responsible for delay or failure to perform caused by circumstances beyond its reasonable control, including severe weather, natural disasters, widespread telecommunications failures, internet outages, government shutdowns, government-system outages, cyber incidents affecting third-party infrastructure, war, civil disturbance, labor disruption, or comparable events.
Payment obligations incurred before such an event are not excused by this provision.
32. Electronic Communications, Records, and Acceptance
The Client agrees that the parties may conduct business electronically.
Electronic communications may include:
- email;
- electronic invoices;
- Stripe payment authorizations;
- electronic signatures;
- Dropbox file exchanges;
- client portals; and
- other electronic business systems designated by Squared Right.
To the extent permitted by applicable law, electronic acceptance, signatures, authorizations, communications, and records may satisfy requirements that an agreement, authorization, notice, or record be in writing.
The Client is responsible for maintaining a current email address and monitoring communications relating to the engagement.
Notices concerning cancellation or termination should be sent to:
contact@squaredright.com
33. Authority to Enter Agreement
The individual accepting an engagement, submitting payment, or executing a service agreement on behalf of a business represents that the individual has authority to bind that business to the applicable agreement and payment obligations.
Squared Right may rely upon that representation unless notified otherwise in writing before accepting the engagement.
34. Governing Law
These Terms and any dispute arising from or relating to them or the services will be governed by the laws of the State of Florida, without regard to conflict-of-law principles.
Before commencing formal litigation, the parties agree to make a reasonable good-faith effort to resolve the dispute directly.
Any legal proceeding that proceeds after such efforts must be brought in a court of competent jurisdiction as permitted by applicable law.
35. Severability
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.
To the extent legally permissible, an invalid or unenforceable provision will be limited or interpreted in a manner that most closely preserves its intended purpose.
36. No Waiver
A failure or delay by Squared Right in exercising or enforcing a contractual right does not waive that right.
A waiver concerning one event does not constitute a waiver concerning any subsequent event.
37. Assignment
The Client may not assign or transfer its engagement or rights under these Terms to another person or entity without Squared Right’s prior written consent.
Squared Right may assign these Terms in connection with a merger, acquisition, reorganization, sale of substantially all business assets, or similar business transaction, subject to applicable law.
38. Entire Agreement and Order of Precedence
These Terms, together with the applicable service agreement, accepted proposal, order, statement of work, invoice, Privacy Policy, and documents expressly incorporated into the engagement, constitute the agreement between Squared Right and the Client concerning the services.
If a separately executed service agreement expressly conflicts with these Terms, the executed service agreement controls as to the specific conflict.
39. Changes to These Terms
Squared Right may revise these Terms from time to time.
Updated Terms will be posted with a revised effective date.
Changes apply prospectively unless otherwise required by law or expressly agreed by the parties.
Material changes will not retroactively alter fees or contractual commitments already incurred under an existing paid engagement unless agreed in writing or otherwise permitted by applicable law.
40. Contact
Questions concerning these Terms may be directed to:
Squared Right LLC
Florida, United States
Email: contact@squaredright.com
Website: squaredright.com