Effective as of: March 4, 2024

These Wave Advisors by Wave Terms of Service (“Wave Advisors Terms of Service”) constitute a legal agreement between the Person subscribing to Wave Advisors by Wave (“Subscriber” or “You” or “Your”) and Wave+ Inc. (“Wave”, “we”, “our”, “us”) and govern Your access to and use of Wave’s Bookkeeping Services and Coaching Services, described in greater detail below (collectively, “Wave Advisors by Wave”).

These Wave Advisors TOS incorporate by reference Wave Financial’s Terms of Use (“Terms of Use”), and any reference in the Terms of Use incorporated herein to “the Terms of Use” or “these Terms of Use”, or to “the Agreement” includes these Wave Advisors TOS, and references to “the Service” includes the Wave Advisors by Wave, as applicable. To the extent there is any conflict between the Terms of Use and these Wave Advisors TOS, the terms of these Wave Advisors TOS shall prevail with respect to Wave Advisors by Wave. Capitalized terms used in these Wave Advisors TOS and not otherwise defined herein will have the meaning given to them in the Terms of Use.

The Arbitration Provision in Section O. of the Terms of Use (the “Arbitration Provision”) applies to these Wave Advisors Terms of Service and any dispute arising out of or relating to these Wave Advisors Terms of Service.  

You must agree to the Wave Advisors Terms of Service and the Terms of Use (collectively referred to herein as “Wave Advisors TOS”) in order to use or access Wave Advisors by Wave. YOUR USE OF OR ACCESS TO WAVE ADVISORS BY WAVE (OR ANY PART THEREOF) INDICATES THAT YOU HAVE READ AND FULLY ACCEPT, AND AGREE TO ABIDE BY, THE WAVE ADVISORS TOS, AS UPDATED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE WAVE ADVISORS TOS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING WAVE ADVISORS BY WAVE.

Wave Advisors by Wave

Wave Advisors by Wave are designed and offered by Wave for small businesses. Wave will use commercially reasonable efforts to provide Wave Advisors by Wave purchased by Subscribers pursuant to an invoice or a payment link outlining the applicable Services (each, an “Order”). You agree to reasonably cooperate with Wave so it may provide Wave Advisors by Wave to You, including responding to communications and requests for information within a reasonable time and attending scheduled meetings. If two or more meetings are re-scheduled in a month, meetings will not be re-scheduled until the following month. In addition, You are responsible for providing timely, accurate, complete, and consistent information, and You must inform us of any circumstances, developments, or issues which in your opinion, are material to our performance of Wave Advisors by Wave. Wave is not responsible for issues arising from your failure to perform your obligations under this Agreement. Wave will retain information you provide to obtain Wave Advisors by Wave for the time periods specified in the Wave Privacy Policy, as applicable. 

Wave Advisors by Wave fees are payable in advance and are charged in Subscriber’s local currency. You must provide a valid credit card, prepaid credit card, or other form of payment acceptable to Wave, and You authorize Wave to charge recurring fees (e.g., monthly) to any applicable form of payment. If Your payment information is not accurate, current, and complete, or if Wave is not able to process Your fee payments, Wave may suspend or terminate Your use or access to Wave Advisors by Wave. To the extent Wave Advisors by Wave includes monthly fees, such monthly fees are based on a calendar month and are not prorated.

Bookkeeping Services

“Bookkeeping Services” are provided on a monthly subscription basis at a business level and include initial account set-up, scheduling, and reserving the availability of a bookkeeper. Bookkeeping Services also include a designated bookkeeper that: (a) records, organizes, and categorizes transactions in Wave for transactions incurred during the applicable subscription period set out in an Order (each, a “Subscription Period”); (b) reconciles bank accounts and card accounts; (c) will be reasonably available to coordinate with Your accountant during the Subscription Period; and (d) will be available to Subscriber for one 30 minute call per month during the Subscription Period to discuss Subscriber’s finances in connection with such Subscriber’s Wave account. All Bookkeeping Services are unaudited and do not include any accounting services. Monthly fees for Bookkeeping Services are payable in advance on a monthly or annual basis (or such other period as agreed by Wave).

You agree to timely provide Wave all data and information reasonably required by Wave so that it may provide Bookkeeping Services to You including, without limitation, prior period tax filings, monthly bank statements or bank feed access, invoices, check registers, or daily cash reconciliations. You will also provide Wave reasonable access to Your employees or professional service providers as needed. 

Bookkeeping Services Subscribers agree to pay the monthly fees set out below corresponding to Subscriber’s total transactions for the applicable month during the Subscription Period:

Bookkeeping Services commence upon first payment for such service, and any “catch-up” Bookkeeping Services (see following paragraph for details) will continue until such Services have been performed for all transactions occurring during the Subscription Period. You will have the opportunity to purchase additional “catch-up” Bookkeeping Services at any time by entering into a new Order. All other Bookkeeping Services will continue for the applicable Subscription Period and will automatically renew on a month-to-month basis at the then-current rates, unless terminated or canceled in accordance with these Wave Advisors TOS.

Where Subscriber purchases “catch-up” Bookkeeping Services, Wave will provide Bookkeeping Services for Subscription Periods consisting of calendar month(s) that occurred prior to the date of the applicable Order, and all fees for the full Subscription Period will be payable in advance.

If your monthly transaction count cannot be reasonably identified by Wave, Your first month of Bookkeeping Services will be charged at a monthly fee of $179 (US$) for US Customers and $229 (CAD) for CAD Customers. Your fee for the following month will be determined based on the actual transaction volumes, as applicable, incurred during such first month of Bookkeeping Services. Such monthly fee will continue for the remainder of the Subscription Period unless there are significant changes in Your transaction volume, in which case Wave may adjust the monthly fees in accordance with the above monthly fee schedule for any applicable months during the Subscription Period (other than the first month if it was billed at $179 (US$) or $229 (CAD) because the initial transaction count was unknown).  

Subscribers that enter a Bookkeeping Services Order for a Subscription Period of 12 months or longer and pay for at least 12 months in advance will receive a discount off the standard monthly fees in an amount equal to the following per month for pricing tier numbers 4 and 5 (the “Subscription Discount”).

If You do not provide Wave notice of updates to Your payment information, Wave may suspend your Bookkeeping Services or, to avoid interruption of services, Wave may invoice You. In either case, You agree to provide updated payment information in a form acceptable to Wave, and You authorize Wave to continue billing Your Wave account with such updated information. You also authorize Wave to reprocess failed payments to the extent such payments have not been made.

Bookkeeping Cancellation and Refund Terms

To cancel Bookkeeping Services, Subscriber must provide notice to Wave via email at waveadvisors@waveapps.com. The Bookkeeping Services will terminate at the end of the calendar month during which Wave received such termination notice. Refunds will be calculated on a per calendar month basis, and Wave will refund prepaid fees only for those months: (a) in which no Bookkeeping Services, or any part thereof, were provided (please note: the initial introductory call and other set-up work are part of the Bookkeeping Services so there is no refund available for the first month’s fees); and (b) for which payment was made within 11 months of Wave’s receipt of your cancellation notice. Upon early termination of a Subscription Period that is 12 months or longer, You will not be eligible to receive a Subscription Discount for any months during the Subscription Period for which Bookkeeping Services (or any part thereof) were provided, and Wave may deduct any such Subscription Discount amounts received from any refund amount paid to You. No refunds are available if You do not provide a cancellation notice to Wave at the email address specified in this paragraph above. 

Coaching Services

“Coaching Services” are performed at times mutually agreed upon by You and the designated Wave coaching specialist within a specified time period after payment for such service. After entering an Order for Coaching Services, Wave will email Coaching Services Subscribers with instructions on scheduling coaching sessions.

Wave reserves the right to reduce the total number of minutes of live coaching available to Coaching Services Subscribers by the number of minutes that the Coaching Services Subscriber is late to any live coaching session. Wave reserves the right to deduct 60 minutes of live coaching available to Coaching Services Subscribers if any live coaching session is canceled less than twelve hours in advance of the scheduled coaching session.

Coaching Services Subscribers agree to pay a one-time fee in advance for an Order of Coaching Services. Coaching Services include (see below for pricing and other details): 

• initial client set-up, scheduling, and reserving the availability of a Wave specialist; 
• One to Three hours of live coaching via virtual video conference; 
• 30 to 365 days of email access to the designated Wave specialist; 
• Set-up or migration to Wave; and
• Review and, if needed, correction of your existing account. 

Coaching Cancellation and Refund Terms

Subscribers may cancel Coaching Services within 60 days after payment for a full refund (less the value of any Services received prior to cancellation). No refunds are available for cancellation after the above-referenced time periods.  

To cancel Coaching Services, Subscriber must provide notice to Wave via email at waveadvisors@waveapps.com.

Confidentiality

By subscribing to Wave Advisors by Wave, You agree to allow Wave employees or representatives to receive collaborator access to Your Wave account. Collaborator access will only be used by such Wave representatives in connection with the performance of Wave Advisors by Wave and will be limited to the applicable Subscription Period. If collaborator access is not granted or is removed for any reason, Wave will not have access to your Wave account (or any information contained in it) and as a result, may not be able to provide Wave Advisors by Wave to You. If this occurs, Wave may terminate Wave Advisors by Wave services.

Collaborator Access

By subscribing to Wave Advisors by Wave, You consent to Wave employees or representatives performing such Wave Advisors by Wave receiving collaborator access to Your Wave account. Collaborator access will only be used by such Wave representatives in connection with the performance of Wave Advisors by Wave and will be limited to the applicable Subscription Period.

Our Collection Rights

Your failure to pay, in full, amounts due for Wave Advisors by Wave will be a breach of these Wave Advisors TOS. Except as otherwise provided in the Arbitration Provision, You will be liable for all costs and expenses incurred by or on behalf of Wave in association with collection, in addition to any amounts owed, including without limitation legal fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1.5%) per month (which corresponds to a nominal annual interest rateof 18%) or the highest rate permitted by law. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone to the current contact information that Wave has on file with respect to Subscriber. Such communication may be made by Wave or by anyone on its behalf, including but not limited to a third-party collection agent.

Term and Termination

These Wave Advisors TOS will begin upon the commencement of any Wave Advisors by Wave and will continue for so long as You are receiving Wave Advisors by Wave under these Wave Advisors TOS.

Termination by Wave

In addition to Wave’s termination rights set out in Section J of the Terms of Use, Wave may terminate the Wave Advisors TOS and Your access to or use of any Wave Advisors by Wave at any time and for any reason upon reasonable advance notice to You and will refund pre-paid fees for Wave Advisors by Wave in accordance with the refund terms set out in these Wave Advisors TOS (subject to the following). If Wave terminates, You will not be required to send a cancellation notice to Wave and for refund purposes, the date of cancellation will be the effective date of termination as stated in Wave’s termination notice. Notwithstanding the foregoing, You are not entitled to receive any refund of fees if we terminate Wave Advisors by Wave due to your breach of the Wave Advisors TOS. Upon any termination pursuant to the Wave Advisors TOS, You must immediately cease using Wave Advisors by Wave. Wave may reject requests to receive Wave Advisors by Wave in its discretion for any reason.

Effect of Termination

Upon expiration or termination of these Wave Advisors TOS, any accumulated and unpaid fees will be billed immediately. After termination of Wave Advisors by Wave for any reason, Wave is not obligated to provide any Wave Advisors by Wave or transition services to You. If Wave agrees to provide transition services, Wave may bill You a reasonable hourly rate for the services performed, and You agree to pay such fees. The Arbitration Provision will survive the termination of these Wave Advisors TOS.

Wave Advisors by Wave Exclusions and Disclaimers

Except as provided in a separate agreement, Wave Advisors by Wave does not include the preparation or filing of tax forms or the remittance of any tax payments. YOU ACKNOWLEDGE AND AGREE THAT WAVE DOES NOT PROVIDE TAX ADVICE AND IS NOT RESPONSIBLE FOR THE REVIEW OR ACCURACY OF ANY TAX FILINGS. WAVE ADVISORS BY WAVE DOES NOT INCLUDE ANY LEGAL OR PROFESSIONAL ACCOUNTING SERVICES, AND WAVE ADVISORS BY WAVE ARE NOT PROVIDED BY CHARTERED ACCOUNTANTS OR CHARTERED PROFESSIONAL ACCOUNTANTS. THE USE OF WAVE ADVISORS BY WAVE IS NOT A SUBSTITUTE FOR PROFESSIONAL FINANCIAL, TAX, LEGAL, OR ACCOUNTING ADVICE. In addition to Wave Advisors by Wave, Wave may provide additional services which are subject to additional terms and conditions and require additional agreements.

Representations and Warranties

You represent and warrant that:
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1. You are a business, business owner, or other authorized Person acting on behalf of a business and that you are obtaining Wave Advisors by Wave for business purposes;
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2. You are eligible to purchase and use Wave Advisors by Wave and have the right, power, and ability to enter into and perform under these Wave Advisors TOS;
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3. The name provided by You upon registration for Wave Advisors by Wave is Your name, or the business name, under which You sell goods and services;
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4. You, and all of Your actions, in connection with Your use or receipt of Wave Advisors by Wave, comply with all applicable federal, provincial, state, and local laws, rules, and regulations, including any applicable tax laws and regulations;

5. You will not use Wave Advisors by Wave, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of such Services; and
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6. Your use of or access to Wave Advisors by Wave will be in compliance with the Wave Advisors TOS. Wave Advisors by Wave, including materials provided in connection with such Services, are not intended to be used outside of the United States or Canada. Subscribers who access or use the Wave Advisors by Wave from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable local laws and regulations, including but not limited to export and import regulations.

Complaints Processes

Subscribers may send complaints to Wave at waveadvisors@waveapps.com. Wave will acknowledge its receipt of such request within five business days. Wave will investigate the complaint and offer to resolve or deny the complaint with reasons. Wave may monitor, record, and review all calls and communications for compliance, training, and other purposes but is not required to do so.

Governing Law

Except as otherwise provided in the Arbitration Provision:

• If you reside in the United States, these Wave Advisors TOS shall in all respects be governed by and interpreted, construed, and enforced in accordance with the Laws of the state in which you accepted this Agreement; or
  

• If you reside in a location other than the United States, these Wave Advisors TOS shall in all respects be governed by and interpreted, construed, and enforced in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of Law or conflicts of Law principles that would require application of the Law of a different jurisdiction.

Entire Agreement

Except as otherwise provided in the Arbitration Provision, the Wave Advisors TOS, including the Terms of Use, is the entire and exclusive agreement between parties with respect to Wave Advisors by Wave, and it supersedes all previous communications, representations, or agreements, either oral or written, between You and us.  

Assignment

These Wave Advisors TOS, and any rights granted hereunder, may not be transferred or assigned by You, but may be assigned by Wave without restriction or consent.

Limitation of Liability

THE LIMITATION OF LIABILITY SET OUT IN THE SECTION I OF THE TERMS OF USE WILL APPLY EXCEPT SOLELY TO THE EXTENT MODIFIED HEREIN WITH RESPECT TO WAVE ADVISORS BY WAVE.

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF WAVE IN CONNECTION WITH OR UNDER THESE WAVE ADVISORS TOS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE GREATER OF: (A) $100; OR (B) THE AMOUNT OF FEES PAID BY SUBSCRIBER FOR WAVE ADVISORS BY WAVE IN THE PRIOR 30-DAY PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE WAVE ADVISORS TOS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL WAVE’S THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE WAVE ADVISORS TOS.

Amendments

Wave reserves the right to modify or change these Wave Advisors TOS at any time without giving prior notice, and any such changes will be effective immediately upon posting to our Site. We shall, however, use commercially reasonable efforts to notify You of such changes via email at the primary email address listed in Your Wave account. Your further use of or access to Wave Advisors by Wave shall indicate Your acceptance of such changes.

Wave reserves the right to modify the Wave Advisors by Wave fees at any time, and You agree to be bound by the then-current fees. Wave will use commercially reasonable efforts to notify You of any change in fees at least 30 days in advance of the effective date of such change. Your continued use of Wave Advisors by Wave constitutes Your agreement to such changes. If any fee increase or change to these Wave Advisors TOS is not acceptable, Your sole and exclusive recourse will be to cancel the Wave Advisors by Wave as provided herein and stop using Wave Advisors by Wave.

Language

You and we expressly acknowledge and agree that these Wave Advisors TOS and all related agreements, schedules, materials, licenses, and policies be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s’y rattachant soient rédigés en anglais.