Master Services Agreement

Last Updated: October 21, 2026

This Master Services Agreement (the “Agreement”) governs the provision of bookkeeping, financial administration, and back-office services by Bolt Back Office Service, operating as BOLT Back Office (“BOLT,” “we,” “us,” or “our”), to the business customer purchasing those services (“Client,” “you,” or “your”).

By signing an Order Form, purchasing a subscription, or electronically accepting this Agreement, you agree to its terms. If you accept on behalf of a business or other entity, you represent that you have the authority to bind that entity.

This Agreement, together with the applicable Order Form, subscription details, and any expressly incorporated addenda, constitutes the agreement between BOLT and the Client.

1. Services

1.1 Scope of Services

BOLT provides outsourced bookkeeping, financial administration, and business back-office support services.

Depending on the Client's selected service package, Services may include:

Bookkeeping and transaction categorization.

Bank and credit card reconciliation.

General ledger maintenance.

Monthly financial reporting.

Accounts payable and receivable administration.

Invoice processing and payment tracking.

Payroll administration and coordination.

Financial document organization.

Vendor and administrative coordination.

Other agreed back-office support services.

The specific Services included in the Client's subscription are determined by the applicable Order Form, service package, or written statement of work (collectively, the “Order Form”).

Services not expressly included in the Order Form are excluded.

1.2 Service Packages and Limitations

BOLT may offer different subscription packages based on transaction volumes, account complexity, number of entities, employees, administrative workload, and other operating requirements.

Each subscription covers only the Services and service limits identified in its Order Form.

BOLT may decline work that falls outside the agreed scope until the parties approve an additional fee or revised subscription.

1.3 Additional Services

Additional services, including historical bookkeeping cleanup, accounting migrations, catch-up work, unusual reconciliations, custom reporting, or work resulting from material increases in Client activity, may be subject to additional charges.

BOLT will obtain the Client's approval before performing separately billable work.

1.4 No Tax, Legal, or Regulated Professional Advice

BOLT provides bookkeeping and administrative support services only.

Unless separately agreed through an appropriate professional engagement, BOLT does not provide:

Legal or regulatory advice.

Tax advice, tax planning, or tax return preparation.

Tax filing or remittance services.

Investment or financial advisory services.

Audits, reviews, attestations, or assurance services.

Services requiring a professional accounting or other regulated licence.

Certification of financial statements.

Fraud investigations or forensic accounting.

BOLT is not acting as the Client's lawyer, tax adviser, independent auditor, or licensed public accountant.

The Client remains responsible for engaging qualified professionals whenever such services are required.

1.5 Management Responsibility

BOLT performs Services at the direction and for the benefit of the Client's management.

The Client retains responsibility for all business decisions, financial oversight, internal controls, compliance obligations, and review of financial information.

BOLT does not assume the role or legal responsibilities of the Client's chief financial officer, controller, director, officer, or employee solely by providing the Services.

2. Client Responsibilities

2.1 Accurate and Complete Information

The Client agrees to provide accurate, complete, current, and timely information necessary for BOLT to perform the Services.

This includes financial records, receipts, invoices, statements, payroll information, banking information, and transaction explanations.

BOLT may rely on information provided by the Client or its authorized representatives without independently verifying every underlying transaction.

2.2 Timely Cooperation

The Client agrees to provide requested information, approvals, and system access within reasonable deadlines communicated by BOLT.

Late, incomplete, or inaccurate information may delay the delivery of Services or affect the accuracy of financial reports.

BOLT is not responsible for errors, omissions, or delays to the extent caused by the Client's failure to provide the required information or cooperation.

2.3 Review of Financial Information

The Client is responsible for reviewing financial statements, bookkeeping records, reconciliations, payment information, payroll reports, and other deliverables.

Any suspected errors or discrepancies should be reported promptly to BOLT for investigation.

2.4 Changes to Accounting Records

The Client agrees to coordinate material changes to its bookkeeping records with BOLT.

Changes made by the Client, another accountant, or another service provider may result in reconciliation issues or additional work.

Such work may be billed separately with the Client's prior approval.

2.5 Authorized Representatives

The Client will designate authorized individuals who may provide instructions, approve work, and communicate operational decisions to BOLT.

BOLT may reasonably rely on instructions received from these individuals.

3. Service Delivery

3.1 Standard of Performance

BOLT will perform the Services with reasonable care, skill, and diligence consistent with the agreed scope.

BOLT does not guarantee the detection of every financial error, unauthorized transaction, irregularity, or fraudulent activity.

3.2 Service Timelines

Services and deliverables will be provided according to the schedule specified in the applicable Order Form.

All delivery timelines depend on the timely receipt of necessary documents, information, and approvals.

BOLT does not guarantee real-time bookkeeping, continuous transaction monitoring, or immediate response times unless expressly agreed in writing.

3.3 Corrections

If BOLT makes a material bookkeeping or administrative error within the agreed scope of Services, BOLT will investigate and correct the error without additional service fees.

This does not apply to errors arising from inaccurate Client information, unauthorized modifications by third parties, or matters outside the agreed scope.

3.4 Service Methods

BOLT retains discretion over its internal processes, workflows, technologies, personnel assignments, and methods of delivering Services.

BOLT may improve or modify those methods provided the contracted Services are not materially reduced.

4. Accounts Payable, Payroll, and Financial Authority

4.1 Administrative Services

Where included in the Client's subscription, BOLT may assist with:

Entering and organizing vendor bills.

Preparing payment schedules.

Tracking receivables and outstanding invoices.

Sending authorized administrative payment reminders.

Coordinating payroll information.

Maintaining financial records and schedules.

4.2 No Independent Payment Authority

Unless a separate written authorization expressly provides otherwise, BOLT is not authorized to:

Transfer or withdraw Client funds.

Independently approve vendor payments.

Execute payroll disbursements.

Change payment beneficiary information.

Enter into loans or financing arrangements.

Sign financial agreements on the Client's behalf.

The Client retains final responsibility for authorizing and approving financial transactions.

4.3 Payroll Responsibility

Where payroll administration is included, BOLT may assist with gathering payroll information, maintaining records, and coordinating with payroll software providers.

The Client remains responsible for the accuracy of employee information, employee classification, payroll approvals, statutory deductions, filings, remittances, and applicable employment law compliance.

5. Technology and Third-Party Platforms

5.1 Software

BOLT may use accounting, payroll, document-management, communication, automation, and other third-party software to deliver Services.

Such platforms may include QuickBooks Online, Xero, and other systems reasonably necessary for the engagement.

5.2 Access and Authorization

The Client agrees to provide BOLT with appropriate access to the platforms and records required to perform the Services.

Where practical, the Client will retain ownership and primary administrative control over its accounting software accounts.

5.3 Third-Party Services

Third-party software and service providers may be governed by separate terms and conditions.

BOLT is not responsible for outages, interruptions, or failures caused solely by third-party systems outside its reasonable control.

BOLT will take reasonable steps to mitigate disruptions affecting its Services.

5.4 Automation and Artificial Intelligence

BOLT may use automation and artificial intelligence-assisted technology to improve efficiency, document processing, transaction organization, reporting, and administrative workflows.

BOLT remains responsible for its contractual service obligations when using these technologies.

BOLT will not knowingly use identifiable Client financial or personal information to train publicly available artificial intelligence models without appropriate authorization.

All handling of Client information remains subject to the confidentiality and data protection obligations of this Agreement.

6. Employees and Subcontractors

6.1 Service Delivery Personnel

BOLT may provide Services through its employees, independent contractors, affiliates, and qualified third-party service providers.

The Client acknowledges that BOLT operates a managed, outsourced service delivery model.

6.2 Subcontracting

BOLT may subcontract portions of the Services where reasonably necessary.

BOLT will ensure that subcontractors who access Client Confidential Information are subject to appropriate confidentiality and data protection obligations.

BOLT remains responsible for the performance of subcontracted Services under this Agreement.

6.3 Remote and International Delivery

Services may be performed remotely, including by qualified personnel located outside the Client's country or jurisdiction.

Any international access to or processing of personal information must comply with applicable privacy laws and any required data processing agreements, assessments, and safeguards.

7. Confidentiality

7.1 Confidential Information

Confidential Information includes non-public business, financial, commercial, operational, technical, and personal information disclosed by either party in connection with the Services.

Client Confidential Information includes financial records, banking information, payroll records, vendor information, customer information, business documentation, and account credentials.

7.2 Confidentiality Obligations

Each party agrees to:

Protect the other party's Confidential Information using reasonable care and appropriate safeguards.

Use Confidential Information only for purposes authorized by this Agreement.

Restrict access to individuals who reasonably require the information.

Ensure authorized personnel and subcontractors are subject to appropriate confidentiality obligations.

Not disclose Confidential Information to unauthorized third parties.

7.3 Exceptions

Confidentiality obligations do not apply to information that:

(a) becomes publicly available without a breach of this Agreement;

(b) was lawfully known before disclosure;

(c) is independently developed without using Confidential Information; or

(d) is lawfully obtained from another source without confidentiality restrictions.

7.4 Legal Requirements

A party may disclose Confidential Information when required by applicable law or a valid legal process.

Where legally permitted, that party will provide reasonable notice to the other party.

7.5 Continuing Obligations

Confidentiality obligations survive termination of this Agreement for three years, except that personal information, trade secrets, and other legally protected information remain subject to continuing protection as required by applicable law.

8. Data Protection and Security

8.1 Ownership of Client Data

The Client retains ownership of its financial information, accounting records, documents, and other Client-provided data.

BOLT receives a limited authorization to access, process, store, and transmit Client data as reasonably necessary to provide the Services and fulfill its legal and contractual obligations.

8.2 Information Security

BOLT will maintain reasonable administrative, technical, and organizational safeguards designed to protect Client information.

Such measures may include secure access controls, appropriate authentication, restricted permissions, secure document management, and internal confidentiality procedures.

8.3 Security Incidents

BOLT will notify the Client without undue delay after confirming an unauthorized access, disclosure, or loss involving Client personal information or confidential financial information.

BOLT will reasonably cooperate in investigating, containing, and addressing incidents for which it is responsible.

8.4 International Data Processing

Where Client information is processed outside its original jurisdiction, BOLT will comply with applicable legal requirements governing such processing.

Where required, the parties will enter into additional data processing terms before transferring or making available protected personal information.

8.5 Privacy Compliance

Each party is responsible for complying with applicable privacy and data protection laws relevant to its operations.

The Client represents that it has the necessary authority to provide the information required for BOLT to perform the Services.

9. Fees, Billing, and Payment

9.1 Subscription Fees

The Client agrees to pay the recurring subscription fees stated in the applicable Order Form.

Unless otherwise agreed, subscriptions are billed monthly in advance.

9.2 Onboarding and Additional Fees

Initial setup, onboarding, migration, historical cleanup, and other non-recurring services may be billed separately.

Any such fees must be disclosed and agreed upon before the applicable work begins.

9.3 Payment Method

The Client agrees to maintain a valid payment method and authorizes BOLT, through its designated payment processor, to collect recurring subscription fees and other approved charges as they become due.

Payment authorizations remain subject to applicable payment network rules and legal requirements.

9.4 Taxes

All fees exclude applicable taxes unless expressly stated otherwise.

The Client is responsible for applicable sales, goods and services, harmonized sales, value-added, or similar transaction taxes.

9.5 Changes in Service Volume

Subscription pricing is based on the scope and operating assumptions agreed upon at onboarding.

Material increases in transaction volume, accounts, employees, entities, or administrative workload may require a revised subscription.

BOLT will provide at least 30 days' written notice of a proposed recurring price increase. Any increase requires the Client's agreement before becoming effective.

BOLT is not obligated to perform work beyond the existing contractual scope until revised terms are agreed upon.

9.6 Late Payment and Service Suspension

Payment is due on the date specified in the applicable invoice or subscription agreement.

If an undisputed payment remains unpaid for 15 calendar days after its due date, BOLT may suspend Services until the outstanding balance is paid.

BOLT will provide written notice before suspending Services.

Suspension does not eliminate the Client's obligation to pay fees properly incurred.

BOLT may resume Services following payment of the overdue amount, subject to reasonable operational scheduling.

BOLT will comply with applicable legal obligations concerning suspension and will not knowingly abandon time-sensitive responsibilities where doing so would be unlawful.

9.7 Refunds

Fees for Services already performed are non-refundable except as required by law or expressly agreed otherwise.

Prepaid fees for Services not performed following an effective termination will be credited or refunded in accordance with Section 10 and applicable law.

10. Term and Cancellation

10.1 Effective Date

This Agreement becomes effective when the Client executes an Order Form, purchases a subscription incorporating these terms, or electronically accepts the Agreement.

10.2 Subscription Term

Unless a fixed term is expressly agreed in the Order Form, BOLT subscriptions operate on a month-to-month basis and renew automatically until terminated.

10.3 Cancellation Notice

The Client may cancel its subscription by providing BOLT with 30 calendar days' written notice.

Notice may be delivered by email to the designated BOLT support or contractual notice address.

The Client remains responsible for fees and authorized charges applicable to Services performed through the effective termination date.

Nothing in this provision restricts a Client's right to terminate earlier where that right cannot lawfully be waived, including rights under applicable service-contract legislation.

10.4 Termination by BOLT

BOLT may terminate the Agreement upon 30 days' written notice where permitted by applicable law.

Where applicable law permits BOLT to terminate only for a serious reason or imposes additional obligations, BOLT will comply with those requirements.

10.5 Termination for Cause

Either party may terminate this Agreement if the other party materially breaches its obligations and fails to remedy the breach within 15 calendar days following written notice, subject to any mandatory legal requirements.

BOLT may suspend affected Services immediately where necessary to address unlawful activities or an imminent material security risk, provided such suspension complies with applicable law.

10.6 Effect of Termination

Upon termination:

BOLT will cease providing terminated Services as of the effective termination date.

The Client will pay outstanding fees properly incurred.

BOLT will make available the Client's accounting records and completed deliverables as described below.

The parties will reasonably cooperate to facilitate the transition of services.

10.7 Transfer of Records

BOLT will provide the Client with reasonable access to its available accounting records and completed deliverables in a commonly usable electronic format.

Where BOLT controls administrative access to the Client's accounting software, BOLT will reasonably assist in transferring that control.

Additional transition assistance beyond the ordinary return of records may be billed separately with the Client's prior approval.

10.8 Retention of Records

The Client remains responsible for maintaining legally required copies of its business and financial records.

BOLT will ordinarily provide 30 calendar days following termination for the Client to retrieve available records.

BOLT may thereafter retain or delete Client information according to applicable law, contractual data processing obligations, and documented retention practices.

11. Warranties and Disclaimers

11.1 Service Warranty

BOLT will perform the Services with reasonable care and skill consistent with this Agreement.

11.2 Reliance on Client Information

BOLT prepares bookkeeping records, financial reports, and other deliverables using information provided by or on behalf of the Client.

BOLT does not independently audit or verify all underlying records.

11.3 No Guaranteed Business Results

BOLT does not guarantee specific financial, tax, profitability, financing, or regulatory outcomes.

11.4 No Professional Certification

Unless expressly agreed through a separate engagement with a qualified professional, financial reports prepared by BOLT are not audited, reviewed, or certified financial statements.

11.5 Disclaimer

Except for the express obligations stated in this Agreement, BOLT makes no additional warranties to the extent permitted by applicable law.

Nothing in this Agreement excludes warranties or legal protections that cannot lawfully be excluded.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special, exemplary, punitive, or consequential damages arising from this Agreement, including lost profits, lost business opportunities, or business interruption.

12.2 Three-Month Liability Cap

To the maximum extent permitted by applicable law, BOLT's total aggregate liability arising from or relating to this Agreement shall not exceed three months of the Client's recurring subscription fees.

The cap will be calculated using the monthly subscription fee applicable when the event giving rise to the claim occurred, multiplied by three.

This limitation applies to claims arising from the Services, including bookkeeping errors, administrative errors, breach of contract, negligence, confidentiality breaches, or data security incidents, except as provided in Section 12.3.

12.3 Exceptions

Nothing in this Agreement limits or excludes:

(a) liability for fraud or intentional misconduct;

(b) liability for gross fault or gross negligence where such liability cannot lawfully be limited;

(c) liability for bodily or moral injury where the law prohibits such limitations;

(d) any other liability that cannot lawfully be excluded or limited.

The Client's obligation to pay properly incurred fees is not subject to the liability cap.

12.4 Client Information and Third Parties

BOLT will not be liable for losses caused solely by inaccurate Client information, unauthorized Client instructions, third-party actions, or external system failures beyond BOLT's reasonable control.

This provision does not excuse BOLT from responsibility to the extent its own breach or negligence contributed to a loss.

12.5 Acknowledgment

The parties acknowledge that the subscription fees reflect the agreed allocation of risk and responsibilities.

13. Intellectual Property

13.1 Client Ownership

The Client retains ownership of its financial records, accounting data, business documents, and other proprietary information.

13.2 BOLT Ownership

BOLT retains ownership of its proprietary templates, workflows, internal processes, methodologies, software, automations, and other intellectual property.

13.3 Deliverables

Subject to payment of applicable fees, the Client may use completed reports, schedules, and deliverables prepared under this Agreement for its internal business purposes.

Such use does not transfer ownership of BOLT's underlying proprietary systems or methodologies.

14. Personnel Non-Solicitation

During the Agreement and for 12 months following termination, the Client agrees not to knowingly and directly solicit for employment or direct contractual engagement any BOLT employee or contractor materially involved in providing Services to the Client and with whom the Client had substantive dealings through the engagement, without BOLT's written consent.

This restriction does not apply to general recruitment advertisements, independently initiated applications, pre-existing relationships, or conduct that cannot lawfully be restricted.

This provision applies only to the extent enforceable under applicable law.

15. Independent Contractor Relationship

BOLT operates as an independent contractor.

Nothing in this Agreement creates an employment relationship, partnership, joint venture, or general agency relationship between BOLT and the Client.

Neither party may legally bind the other except where expressly authorized in writing.

BOLT remains responsible for managing and compensating its employees and subcontractors.

16. Force Majeure

Neither party will be responsible for delays or failure to perform obligations caused by extraordinary events beyond its reasonable control, including natural disasters, widespread infrastructure failures, government restrictions, or major technology disruptions.

The affected party will take reasonable steps to mitigate the impact.

This provision does not excuse payment obligations incurred before the event.

17. Notices and Communications

Formal notices under this Agreement may be delivered electronically to the designated contractual email addresses of the parties unless applicable law requires another method.

BOLT contractual notices: hello@goboltbackoffice.com

Client contractual notices: the email address designated by the Client in its Order Form or subscription account.

Each party is responsible for maintaining accurate contact information.

Routine operational communications may occur through email, designated communication channels, or approved software platforms.

18. Disputes and Governing Law

18.1 Good Faith Resolution

The parties agree to attempt to resolve disputes through good faith communication before initiating formal legal proceedings.

Either party may provide written notice describing the dispute.

If the matter remains unresolved after 30 calendar days, either party may pursue available legal remedies.

18.2 Governing Law

Unless otherwise specified in an applicable Order Form, this Agreement shall be governed by the laws of the Province of Quebec and the applicable federal laws of Canada, subject to mandatory laws that apply to the parties.

18.3 Jurisdiction

Subject to mandatory applicable law, disputes arising from this Agreement shall be submitted to the competent courts located in Montreal, Quebec, Canada.

19. General Provisions

19.1 Entire Agreement

This Agreement, together with the applicable Order Form and expressly incorporated addenda, constitutes the entire agreement between BOLT and the Client concerning the Services.

19.2 Order of Precedence

If an Order Form conflicts with this Agreement, the Order Form will control only with respect to the particular commercial or service terms expressly addressed, unless it specifically states that another provision of this Agreement is being amended.

19.3 Changes to Agreement

Material changes to this Agreement affecting an existing subscription require appropriate notice and the agreement of both parties.

An updated version posted on BOLT's website will not automatically alter an existing Client's contractual rights or obligations.

19.4 Assignment

Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except as part of a bona fide merger, reorganization, or sale of substantially all relevant business assets where the successor assumes the contractual obligations.

19.5 Severability

If any provision is determined to be invalid or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

19.6 No Waiver

Failure to enforce a provision does not constitute a waiver of that provision or any other contractual right.

19.7 Electronic Acceptance

The parties agree that electronic signatures, electronic acknowledgment, and online acceptance may constitute valid acceptance of this Agreement to the extent permitted by applicable law.

The parties may maintain electronic records of their agreement, including the accepted version, date, and applicable Order Form.

19.8 Commercial Customers Only

BOLT's Services are intended for businesses and commercial organizations.

The Services are not offered for personal, family, or household purposes.

19.9 Language of Agreement

Where required by applicable law, a French version of this Agreement will be made available before the Client elects to enter into the Agreement in English.

Any election to contract in English must comply with applicable language requirements.

19.10 Survival

The provisions concerning payment of outstanding fees, confidentiality, data protection, intellectual property, liability, dispute resolution, and other obligations intended by their nature to survive will remain effective following termination.

Agreement Acceptance

By signing an Order Form that incorporates this Agreement, or by checking the applicable acceptance box during BOLT's online checkout, the Client acknowledges having reviewed and accepted this Master Services Agreement.

The Client further acknowledges that the precise subscription scope, pricing, and service limits are established by its Order Form and that no services outside that scope are included unless separately agreed.

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