MTCS Business Finance

Terms of Service for Morgan Whalen Inc, (Financial services)

DBA: MTCS Business Finance

1. General Conditions

The following terms and conditions of service are established for the purpose of defining and delimiting all obligations contracted between the paying party of the service, identified as the "client", and the service provider, Morgan Whalen Inc., hereinafter referred to as "MTCS Business Finance".

Our financial services are designed to support businesses at various stages of growth by offering scalable solutions. We focus on ensuring accurate financial record-keeping, organizing accounting entries, and strategic decision-making. As clients evolve, our services adapt to include deeper financial insights, planning, and advisory support aligned with their business goals.

For this reason, the subscriber to this agreement declares and acknowledges that they are authorized to act on behalf of the client's company indicated in this document.

The service contracting party further asserts that they understand and endorse the financial services conditions outlined below.

2. Compensation & Services

Client acknowledges and agrees that detailed information regarding MTCS Business Finance's service offerings, pricing structures, and diagnostic assessments provided in the documents titled:

• Exhibit A: "MTCS Financial Services – Tiered Offer Overview"
• Exhibit B: "Profit Deep Dive"

These documents are attached to these Terms and are incorporated herein by reference as an integral part hereof. The details regarding offers, pricing, and diagnostics outlined in these documents shall be binding and govern the terms of this Terms, including the pricing structures, fees, and payment terms set forth in this Section. In the event of any inconsistency between the content of these documents and the terms stated herein, the terms of this Agreement shall prevail.

By accepting these Terms and Conditions of Service, the client acknowledges that they have thoroughly reviewed the available offers, which are attached to and form an integral part of this contract. Furthermore, the client affirms and accepts responsibility for verifying that the payment link provided by MTCS Business Finance reflects the correct amount based on the offers selected by the client, including any applicable add-ons, if requested.

2.1 One-time payments:

A one-time, non-refundable setup fee is required for all new clients, regardless of the selected service level. This fee covers the initial configuration, data clean-up, and strategic preparation of the client's financial systems to ensure effective implementation of the contracted services.

2.2 Recurring payments:

The pricing structure for our financial services is outlined in the documents referenced in paragraph 2 of this document. Our services are offered at a flat rate, with pricing determined by the level of service provided. Payments can be made via electronic payment only to MTCS Business Finance. The payment will be required before the completion of the services requested. No checks accepted.

2.3 Late or declined payments

Payments overdue shall bear interest at the lesser of the rate of 5% per month or the highest rate permissible under Nevada law, calculated daily and compounded monthly on the total outstanding amount.

2.4 Cancellation of service

To initiate a cancellation of services, please follow the steps below:

1. Send a cancellation request via email to admin@mtcsbusinessfinance.com
2. Upon receiving your request, our team will send you an invitation to schedule a brief offboarding call.
3. Attend the scheduled offboarding call. During this session, our team will assist you in properly terminating the service and ensuring that no further charges are incurred.

2.5 No Refund Policy

Once paid, any payment(s) by Client to Service Provider is non-refundable. Clients acknowledge that all sales or payments to Service Provider are final. Client agrees not to initiate a chargeback unless fraud or unauthorized charges have occurred.

All payment is exclusive of any taxes or duties imposed by your jurisdiction or by tax law. The Service Provider is not responsible for any taxes or duties owed by the Client.

3. Twelve-Month Commitment Discount

If the client agrees to a twelve (12) month commitment, the client will not be charged the one-time Setup Fee outlined in this Agreement. However, if the client terminates the Agreement before completing the twelve-month term for any reason other than a material breach by the Service Provider, the client agrees to pay the full amount of the waived Setup Fee as a breakup fee.

4. Consulting Session Cancellation

Clients may cancel or reschedule sessions by providing at least 24 hours' notice via email to admin@mtcsbusinessfinance.com. If notice is not received at least 24 hours in advance, the session will be considered forfeited and cannot be rescheduled or made up. MTCS Business Finance will wait up to 5 minutes past the scheduled session time for the client to join.

5. Client Responsibilities

The client is obligated as follows:

• To ascertain the genuine necessity for the financial professional services provided by MTCS Business Finance.
• To exhibit a willingness to learn and adapt based on the guidance provided.
• To respond promptly to communications and adhere to agreed-upon deadlines.
• To assume full responsibility for all business-related decisions.
• To conduct oneself in a respectful and courteous manner during all interactions.

6. Service Provider Responsibilities

The service provider commits to:

• Ensure compliance with all applicable accounting and financial laws and regulations.
• Coordinate with external auditors, attorneys, and other financial professionals as necessary.
• Maintain strict confidentiality and safeguard all client information in accordance with WISP.
• Perform all services with due diligence, integrity, and in accordance with industry standards.
• Maintain clear and timely communication with the client regarding service progress.

7. Termination

Either party may terminate the consulting services at any time by giving the other party two weeks' prior written notification. The Service Provider reserves the right to terminate this Agreement at its discretion for any reason, including but not limited to disruptive behavior, failure to communicate, violation of confidentiality, or any material breach.

8. Confidentiality

Both parties agree to treat as confidential all non-public information disclosed during the provision of financial services. The confidentiality obligations persist beyond the termination of the consulting services and remain in effect for a period of 5 years.

9. Flexibility in Account Manager Assignment

MTCS Business Finance reserves the right to partially or entirely alter or change the assignment of account managers for clients' accounts as deemed necessary, at its sole and absolute discretion.

10. Code of Conduct

Both the client and the service provider commit to maintaining a courteous and respectful demeanor during the financial reviews. Violations of the code of conduct may lead to the involuntary termination of the service without entitlement to compensation.

11. Materials and Resources

MTCS Business Finance commits to providing materials and resources during the provision of services over the period stipulated for the services subscribed, including financial statements, support email address, meeting links, and custom financial reporting as applicable to the selected tier.

12. Communication Protocol

Formal communications should be addressed through admin@mtcsbusinessfinance.com. Any matter not categorized as formal may be addressed through support@mtcsbusinessfinance.com.

13. Communications & Feedback

By engaging in any communication with MTCS Business Finance—whether through messenger platforms such as Slack or Google Chat, ongoing or previous client calls, email correspondence, support interactions, or any other form of communication prior to or during the engagement—you grant MTCS Business Finance a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such communications solely for the purposes of improving and promoting our Services.

14. Dispute Resolution

14.1 Good Faith Negotiation: Parties agree to first attempt to resolve disputes through good faith negotiations.

14.2 Mediation: If unable to reach a resolution within 3 weeks, parties agree to submit to mediation. Costs shall be paid entirely by the client.

14.3 Arbitration: If mediation is unsuccessful, parties agree to binding arbitration in accordance with the rules of the State of Nevada. Costs shall be paid entirely by the client.

15. Limitation of Liability

MTCS Business Finance expressly disclaims any liability for the financial success or lack thereof of any client company. The extent of MTCS Business Finance's liability will be limited to the payment of the last 3 months of the service subscription.

16. About Fees Increase

MTCS Business Finances reserves the right to make necessary amendments to this document, adjusting the cost and value of services. Any increase will not apply retroactively and will be communicated in advance.

17. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to Force Majeure.

18. Definitions

Partial year: Less than 12 full months of record keeping.

Late or declined payments: Payment not made within 5 days following the agreed-upon due date.

Electronic Payments: Transfer of funds using digital systems including credit card payment platforms, online payment processors such as Zelle, Venmo, PayPal, Stripe, and direct bank transfers.

19. Amendments

MTCS reserves the right to amend, modify, or update these terms and conditions at any time in its sole discretion. Changes will become effective on the date the revised version is posted.

20. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable.

21. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. Any legal action or proceeding shall be brought exclusively in the courts of the State of Nevada.