Effective September 6, 2026. These terms govern targeted procedures ordered and paid for online. Quality of earnings engagements are governed by a separately signed engagement letter.
These Terms of Engagement (the "Terms") govern every cash proof, deal review, revenue verification, add back test, net working capital analysis, and other targeted diligence procedure (each a "Procedure") that you order online from Credex Advisors LLC, a licensed CPA firm ("Credex," "we," or "us"). Quality of earnings engagements for investors, acquirers, and lenders are governed by a separately signed engagement letter and are not covered by these Terms. Please read these Terms carefully. By completing payment for a Procedure you accept them on behalf of yourself and any entity you represent.
1.1 Acceptance. Your order is complete, and these Terms become a binding agreement between you and Credex, when your payment is processed at checkout. Clicking a payment button, entering payment details, or otherwise confirming an order electronically has the same legal effect as a handwritten signature, and you agree that no further signature is required to form this agreement.
1.2 Who you are. "You" or the "Client" means the person placing the order and, if that person is acting for a company, fund, lender, or other entity, that entity as well. You represent that you are at least 18 years old, that you have authority to bind any entity you name at checkout, and that you are ordering for business purposes in connection with a transaction, financing, or business decision, not as a consumer.
1.3 Independent contractor. Credex performs each Procedure as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and Credex.
2.1 Scope. The scope of each Procedure is the description that appears on the Credex targeted procedures page at the time you order, including the stated period (for a cash proof or deal review, the trailing twelve months, meaning the twelve full calendar months ending on the most recent month end), the number of legal entities (one), and the number of bank accounts (up to three for a cash proof). That description, together with these Terms and your payment receipt, is the entire scope of the engagement.
2.2 Changes in scope. Additional entities, periods, accounts, or procedures are outside the fee you paid. We will quote them before any additional work begins and will perform them only after you approve the quote in writing (email is sufficient) and pay the additional fee.
2.3 Nature of the work. Each Procedure is a consulting service performed by a licensed CPA firm under the AICPA Statement on Standards for Consulting Services. It is not an audit, review, compilation, examination, or agreed upon procedures engagement under the attestation standards, and we will not express an opinion or any other form of assurance on financial statements or on any assertion. The Procedures are designed to reconstruct and test financial information from documents you provide; they are not designed to detect fraud, illegal acts, or errors that those documents do not reveal, and you agree not to rely on them for that purpose.
2.4 Not legal, tax, or investment advice. Our deliverables address the financial information of a target business. They are not legal advice, tax advice, a valuation, a fairness opinion, a recommendation to buy, sell, lend, or invest, or a prediction of future performance. You are responsible for your own decisions about the transaction.
2.5 Technology. We perform the Procedures on the Credex diligence platform, proprietary technology that extracts, classifies, matches, and reconciles transaction data. Every deliverable is reviewed and signed off by a CPA before release. We may use secure third party processors and hosting providers in performing the work, and we remain responsible for their handling of your information under Section 6.
3.1 Documents. You will provide the documents listed on the order received page for your Procedure, complete, legible, and covering exactly the stated period. You are responsible for the accuracy, authenticity, and completeness of everything you send us, whether it originates with you, the seller, a broker, or any other party.
3.2 Authority to share. You represent that you are entitled to provide the documents to us and that doing so does not violate any confidentiality agreement, law, or right of a third party. If a document belongs to the target business or a seller, you have obtained whatever consent is required.
3.3 Reliance. We will rely on the documents and information you provide without independent verification beyond the specific procedures described for your Procedure. Our deliverables will be qualified accordingly, and our findings are only as good as the documents behind them.
3.4 Cooperation. You will respond to reasonable requests for clarification within two business days. Delays in providing documents or responses extend our delivery timeline by at least the length of the delay.
4.1 Fixed fee. The fee for each Procedure is the amount shown at checkout and is payable in full in advance. Fees are quoted and payable in United States dollars and are exclusive of any sales, use, or similar taxes, which you will pay if they apply. A payment is not complete until the funds have cleared and settled to Credex; a bank debit that is initiated but later returned or reversed is not payment. We do not begin work, and no delivery target begins to run, until your payment has cleared.
4.2 Cancellation before work begins. You may cancel an order by email at any time before we confirm in writing that your document package is complete. We will refund the fee in full, less any non recoverable payment processing costs, within 15 business days.
4.3 No refund once work begins. Once we have confirmed your document package is complete and begun the work, the fee is fully earned and is not refundable, whether or not you proceed with the transaction and regardless of what the Procedure finds.
4.4 Abandoned orders. If we have not received a complete document package within 90 days after your payment, we may close the order and refund the fee less a $500 administrative charge, or, at your request, hold the order open for a further 90 days.
5.1 Timing. Our delivery targets are five to seven business days for a cash proof or deal review and five business days for a single procedure, in each case counted from the later of the business day on which your payment has cleared and the business day on which we confirm in writing that your document package is complete. Delivery targets are estimates made in good faith, not guarantees, and time is not of the essence.
5.2 Delivery. Deliverables are delivered electronically to the email address on your order. Delivery is complete when we send them.
5.3 Review call. Each cash proof includes one review call of up to 30 minutes, and each deal review includes one review meeting of up to one hour, with the CPA responsible for the work, to be scheduled within 30 days after delivery. Further consultation is available at our then current rates.
6.1 Our obligation. We will hold the documents and information you provide, and the deliverables we prepare, in confidence and will use them only to perform the engagement, to comply with law and professional standards, and to maintain our records. We will not disclose them to anyone outside Credex and its service providers without your consent, except as required by law, regulation, subpoena, or professional standards, or to defend a claim.
6.2 Security. We store client documents on access controlled systems and receive them only through the secure upload method we designate for your order. You agree not to send bank statements or other sensitive documents as email attachments; if you do, you accept the risk of that transmission.
6.3 Retention. We retain engagement files for the period required by professional standards and applicable law, currently not less than five years, after which we may destroy them without further notice.
6.4 Your obligation. Our deliverables, methodologies, request lists, procedure descriptions, pricing correspondence, and the workings of the Credex diligence platform are confidential information of Credex. You will use them only for the purpose described in Section 7.1 and will not disclose them except as Section 7 permits. Confidentiality obligations under this Section 6 continue for three years after the engagement ends, and indefinitely for trade secrets.
6.5 Personal information. Bank statements, general ledgers, and other documents you provide may contain personal information about employees, customers, or owners of the target business. You are responsible for having the right to share that information with us. We process it only to perform the engagement, apply administrative, technical, and physical safeguards appropriate to its sensitivity, and will notify you without undue delay if we become aware of unauthorized access to your documents on our systems. Any service provider we use to store or process your documents is bound by obligations at least as protective as this Section 6, and we remain responsible for its performance.
6.6 Anonymized data. We may use information from engagements in aggregated or anonymized form that does not identify you, the target business, or any individual, for purposes such as improving our procedures and publishing industry observations.
7.1 Prepared for you. Our deliverables are prepared solely for your use in connection with the transaction or decision described in your order. You may share them with your lender, your counsel, your investors, and the other members of your deal team for that purpose.
7.2 No third party reliance. Any person other than you who receives a deliverable does so for information only. Credex owes no duty to, and accepts no liability toward, any such person, and no such person may rely on a deliverable or bring a claim against Credex in connection with it. You will not represent to anyone that a deliverable was prepared for them or addressed to them.
7.3 Restrictions. You may not resell, publish, or distribute a deliverable outside your deal team, remove our name or qualifying language from it, quote it out of context, or use our name, logo, or the Credex diligence platform name in any offering document, marketing material, or public statement without our prior written consent.
7.4 Intellectual property. We retain all rights in our methodologies, templates, software, and working papers. You receive a non exclusive, non transferable license to use the deliverables for the purpose described in Section 7.1. Feedback and suggestions you give us about our services may be used by us without restriction or compensation.
8.1 Except as expressly stated in these Terms, the Procedures and deliverables are provided "as is," and Credex disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and accuracy, to the fullest extent permitted by law.
8.2 Without limiting Section 8.1, we do not warrant that a Procedure will identify every misstatement, irregularity, unreported deposit, personal expense, or fraud in the target business, that the documents you provide are genuine or complete, or that the target business will perform in the future in line with its historical results.
9.1 Cap. The total aggregate liability of Credex, its members, employees, contractors, and agents (the "Credex Parties") to you and to anyone claiming through you, arising out of or relating to a Procedure or these Terms, under any theory of liability, will not exceed the fees you actually paid to Credex for that Procedure.
9.2 Exclusion of indirect damages. In no event will the Credex Parties be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, loss of a transaction or financing, diminution in value, or business interruption, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.
9.3 Time to bring claims. Any claim against the Credex Parties arising out of or relating to a Procedure or these Terms must be brought within one year after the deliverable was delivered or the claim is permanently barred.
9.4 Independent allocations of risk. Each provision of this Section 9 is an independent allocation of risk between the parties, is reflected in the fixed fee, and is a basis of the bargain. These limitations apply to the fullest extent permitted by law; where a jurisdiction does not allow a particular limitation, the Credex Parties' liability is limited to the greatest extent that jurisdiction permits.
You will defend, indemnify, and hold harmless the Credex Parties from and against any claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to (a) documents or information you provide that are inaccurate, incomplete, or provided without the right to do so; (b) any use of a deliverable by you or by a person who received it from you, including any reliance by a third party in breach of Section 7; (c) your breach of these Terms; or (d) your violation of any law or the rights of any third party in connection with the transaction.
11.1 Term. These Terms take effect when your payment is processed and continue until the deliverables and any review call have been provided, subject to the survival of the provisions listed in Section 11.3.
11.2 Termination by Credex. We may terminate an engagement before delivery if your payment fails, is returned, or is reversed, if we determine that we cannot perform it consistent with professional standards, independence requirements, or applicable law, if we believe documents provided to us are not genuine, or if you breach these Terms. If we terminate for a reason other than your breach or the provision of documents we believe are not genuine, we will refund the fee for work not performed.
11.3 Survival. Sections 2.3, 2.4, 3, 4.3, 6, 7, 8, 9, 10, 11.3, 12, and 13 survive delivery, completion, or termination of the engagement.
12.1 Governing law. These Terms and any dispute arising out of or relating to them or to a Procedure are governed by the laws of the State of Georgia, without regard to its conflict of laws rules.
12.2 Informal resolution. Before starting arbitration, the party raising a dispute will give the other party written notice describing it, and the parties will attempt in good faith to resolve it within 30 days.
12.3 Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or a Procedure that is not resolved under Section 12.2 will be settled by binding arbitration in Fulton County, Georgia, before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator will apply Georgia law and these Terms, including Section 9, and may award only relief that a court could award under them. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration, and all filings, evidence, and awards in it, are confidential except as necessary to enforce the award.
12.4 Exceptions. Either party may seek a temporary restraining order, preliminary injunction, or other equitable relief in a court of competent jurisdiction to protect its confidential information or intellectual property, and Credex may bring an action in court to collect unpaid fees. For those purposes each party consents to the jurisdiction of the state and federal courts located in Fulton County, Georgia.
12.5 Individual claims and jury trial waiver. Each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. To the extent a claim proceeds in court, each party waives any right to a jury trial.
12.6 Attorneys' fees. In any arbitration or action to enforce these Terms, the prevailing party may recover its reasonable attorneys' fees and costs.
13.1 Entire agreement. These Terms, the Procedure description on our targeted procedures page at the time of your order, the order received page, and your payment receipt are the entire agreement between you and Credex regarding the Procedure and supersede all prior or contemporaneous communications. Any additional or different terms you propose, including terms in a purchase order or vendor form, are rejected unless we sign them.
13.2 Changes to these Terms. We may revise these Terms from time to time by posting a new version with a new effective date. The version in effect when you place an order governs that order.
13.3 Assignment. You may not assign or transfer these Terms or any deliverable without our written consent, except to a successor in a merger, acquisition, or sale of substantially all of your assets who agrees to be bound by them. We may assign these Terms to an affiliate or a successor to our practice.
13.4 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, government action, utility or internet failures, and failures of third party services, provided the affected party uses reasonable efforts to resume performance.
13.5 No third party beneficiaries. Except for the Credex Parties under Sections 9 and 10, no person other than you and Credex has any rights under these Terms.
13.6 Waiver. A party's failure to enforce a provision is not a waiver of its right to enforce that provision or any other provision later. Any waiver must be in writing.
13.7 Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in full force.
13.8 Notices. Notices to Credex must be sent by email to info@credexadvisors.com and are effective when we acknowledge receipt. Notices to you may be sent to the email address on your order and are effective when sent.
13.9 Electronic communications. You consent to receive all communications, deliverables, and notices relating to your order electronically.
13.10 United States. Our services are offered to clients in the United States. If you access them from elsewhere, you do so at your own initiative and are responsible for compliance with local law.
13.11 Competitors. You may not order a Procedure on behalf of, or share a deliverable or request list with, a person or firm that provides financial due diligence, quality of earnings, or similar services, for the purpose of evaluating, benchmarking, or replicating our procedures, without our prior written consent.
13.12 Headings. Section headings are for convenience only and do not affect interpretation.