Terms of Business

These Terms of Business (“Terms”) are between you and Visory USA, Inc., a Delaware corporation (“Visory,” “we,” “us,” or “our”). They apply to your use of our website at getvisory.com (the “Site”) and, if your business engages us, to the Visory platform and the services we provide to you (together with the platform, the “Services”).

Please read these Terms carefully. Section 10 disclaims warranties, Section 11 limits our liability and the time to bring a claim, and Section 15 waives the right to a jury trial and to class actions.

1. Agreement and order of precedence

By using the Site, you agree to these Terms. If you do not agree, do not use the Site.

We provide the Services under a Client Services Agreement, proposal, or order form that your business accepts (your “Engagement”). These Terms form part of each Engagement that refers to them, and of any Engagement you accept after they are posted unless it says otherwise. If they conflict, this order applies: first, any business associate agreement or data processing addendum we sign with you, for the matters it covers; then your Engagement; then these Terms.

The Services are for businesses. By engaging us or using the Visory platform, you confirm that you are acting for a business and not for personal, family, or household purposes, that you are at least 18, and that you have authority to bind the business you act for. In these Terms, “you” means that business, and it is responsible for the people who use the Services on its behalf.

2. Using the Site

The Site gives general information about Visory and the Services. It is not financial, accounting, tax, legal, or investment advice, and our Disclaimer applies to it. Prices and examples on the Site are a guide only. They are not an offer, and your fees are the ones set in your Engagement.

You may use the Site for lawful purposes. You must not:

• use the Site in a way that breaks the law or infringes anyone’s rights;
• try to gain unauthorized access to the Site, the Visory platform, or any account;
• interfere with the Site’s operation or security, or introduce malicious code; or
• copy, scrape, or republish the Site’s content for commercial purposes without our written permission.

The Site’s content belongs to Visory or its licensors. The Site links to other websites, including government sources. We do not control them and are not responsible for their content. We may change, suspend, or remove any part of the Site at any time.

3. Our Services

Your Engagement sets out the Services we provide, the entities they cover, and the fees. Depending on your Engagement, the Services may include:

• Bookkeeping: recording and coding transactions, reconciling accounts, and closing the month in your accounting software.
• Payroll: preparing pay runs in your payroll platform, calculating withholding and deductions, and preparing the payroll tax filings that come from each run.
• Accounts payable: preparing bills for your approval and preparing the payments you approve.
• Accounts receivable: raising and sending invoices and statements, and following up amounts your customers owe you.
• Visory Insights and Business Performance Partner sessions: management reports and regular sessions to review your results.

We do not file payroll tax returns or deposit payroll taxes for you. Your payroll platform, or you, files and pays them; we prepare the pay run and the figures they come from. Where your Engagement says so, we submit other filings for you, on your instruction and after you approve them, and schedule the payments you have approved in your own bank or payment platform. You authorize every payment. Otherwise, you, your payroll platform, or another provider you choose submits filings and makes payments.

We will perform the Services with reasonable care and skill, in a professional manner, and as your Engagement describes. We will meet the deadlines in your Engagement as long as you give us the information, access, approvals, and funds we need in time. If we expect to miss a deadline, we will tell you promptly and do what we reasonably can to limit the effect.

Your Visory team does the work. Delphi AI, our own AI, prepares and checks routine work in the background, such as coding transactions, drafting pay runs, and matching bills, and our team oversees it. Like any work, AI-assisted work can contain errors. That is one reason you review and approve pay runs, payments, filings, and reports before they are paid, submitted, or relied on.

We may use our employees, affiliates, and contractors, in the United States, Australia, the Philippines, and other countries, to provide the Services. We remain responsible for the Services they perform.

4. What the Services do not include

Visory is not a certified public accounting (CPA) firm. Unless your Engagement expressly says otherwise:

• we do not provide audit, review, compilation, or other attest services, and our reports are not audited or reviewed financial statements;
• we do not provide tax, legal, or investment advice, and we do not prepare income tax returns;
• we do not audit or independently verify the records, information, and instructions you or others give us; and
• we do not guarantee any tax position, financial result, or saving.

Draft work, and anything we say in a meeting or message, may change as the work continues. Rely only on final work you have approved. Our work is prepared for you. No one else may rely on it, and we owe no duty to anyone else for it. We are not responsible for telling you about changes in the law after we deliver a piece of work, unless your Engagement says so.

5. Your responsibilities

You remain responsible for your business’s legal, tax, payroll, and financial obligations, including the accuracy of your records and filings and the timely payment of taxes, wages, and bills. Using the Services does not transfer those obligations to us. You agree to:

• give us complete, accurate, and timely information, records, and instructions, and tell us promptly when something changes;
• give us the access we need to your accounting, payroll, banking, and other systems, and keep it current;
• review and approve pay runs, payments, filings, and other work by the dates we ask, and check that what you approve is right;
• keep enough funds available to pay wages, taxes, and other amounts when they are due;
• sign any authorization a government agency or provider requires for the Services in your Engagement, such as access to your payroll platform or bank, or an authorization for us to act for you on a filing your Engagement covers;
• make sure you have the right to share personal information with us, including by giving your employees and others any notice, and obtaining any consent, the law requires for us to handle their information for the Services;
• tell the people who join meetings with your Visory team that those meetings are recorded and transcribed, and obtain any consent the law requires; and
• not send us protected health information under HIPAA unless we have signed a business associate agreement with you, which we will do on request.

If the Services include preparing, or helping to prepare, a federal income tax return, you agree to give any consent federal law requires for us to use or disclose your tax return information to provide the Services, including where people on our team outside the United States work on it.

We are not responsible for delays, errors, charges, or other losses caused by information, instructions, approvals, access, or funds that you, your staff, or your other providers did not give us accurately or on time.

6. The Visory platform

We give you access to the Visory platform for your business’s use during your Engagement. You are responsible for the people you authorize to use it and for keeping sign-in details secure. Tell us at once if you think someone has used your account without permission.

You must not misuse the platform, including by trying to access information you are not authorized to see, interfering with its security, or copying, reverse engineering, or reselling it, except where the law does not allow this restriction.

The platform connects to third-party systems you use, such as accounting software, payroll platforms, and banks. Their providers’ terms apply to your use of those systems, and we are not responsible for their availability, accuracy, or security.

We may update the platform. We may suspend access where we reasonably need to in order to protect the platform, your information, or others, and we will tell you as soon as we reasonably can.

7. Fees and payment

Your Engagement sets your fees, billing frequency, and payment terms. Unless it says otherwise:

• fees are in US dollars and do not include sales or similar taxes, which we add where they apply;
• you will pay each invoice by its due date, and you authorize us to collect fees by direct debit, through the Visory platform, from the account you set up with us;
• if you dispute an invoice in good faith, you will tell us promptly and pay the undisputed part;
• overdue amounts may bear simple interest at 1.5% per month, or at the highest rate the law allows if that is lower;
• we may increase our fees once each year in line with the US Consumer Price Index for All Urban Consumers (CPI-U) published by the Bureau of Labor Statistics, or a similar measure, where your Engagement provides for an annual increase, and we may otherwise change our fees, in each case by giving you at least 30 days’ written notice. A change applies from your first billing period after the notice ends. If a change is more than that annual increase, you may end the affected Services by notice before it takes effect, even during a minimum term; and
• if an amount is still overdue after we have given you written notice and a reasonable time to pay, we may pause the Services until it is paid. Before we pause payroll, we will give you enough notice to make other arrangements.

8. Confidentiality

Each of us will keep the other’s confidential information confidential and use it only to provide or receive the Services. Confidential information means non-public information that one of us shares with the other in connection with the Site or the Services and that is marked confidential or that a reasonable person would understand to be confidential. Your Customer Data (see Section 9) is your confidential information. Our platform, methods, and pricing, including the terms of your Engagement, are our confidential information.

Confidential information does not include information that:

• is or becomes public through no fault of the party receiving it;
• the receiving party already knew without a duty of confidentiality;
• the receiving party receives from someone else who is free to share it; or
• the receiving party develops independently without using the other’s confidential information.

Each of us may share the other’s confidential information with its employees, affiliates, contractors, and professional advisers who need it for the Services and who are bound by duties of confidentiality at least as protective as these. Each of us may also disclose it where the law requires, after notifying the other where the law allows.

We will not name you as a customer or use your logo without your permission.

9. Your data and our property

“Customer Data” means the records, documents, and other information that you or your systems give us, or that we create in your systems when we provide the Services. You own your Customer Data. Your books stay in your own accounting software.

You permit us to use Customer Data to provide, check, and secure the Services for you and to keep the records the law requires, in each case as these Terms and the law allow. We do not use Customer Data to train Delphi AI. We may also create aggregated or de-identified information that does not identify you or any person, and use it to operate and improve the Services, but not to train Delphi AI. We never disclose your Customer Data to our other customers.

When Customer Data includes personal information, we handle it as your service provider: only to provide the Services, on your instructions, and as the law allows. We do not sell it. If a privacy law requires a contract with particular terms for this processing, those terms apply, and we will sign a data processing addendum on request.

We will maintain reasonable administrative, technical, and physical safeguards for Customer Data. If we become aware of a security incident affecting your Customer Data, we will tell you without undue delay and give you the information you reasonably need to meet your own obligations.

You agree that Customer Data may be accessed and processed in the United States, Australia, the Philippines, and other countries where we or our service providers operate, as our Privacy Policy describes. Where the law requires a specific consent for this, such as for tax return information, we will ask for it separately.

Visory and its licensors own the Site, the Visory platform, Delphi AI, and our methods, templates, and tools, including improvements to them. These Terms give you no rights in them except to use the platform for your business during your Engagement. You may use the reports and other work we deliver for your business and share them with your advisers, lenders, and investors, but no one else may rely on them as against us. Nothing in this section limits your ownership of Customer Data or our handover commitments in Section 13. If you give us feedback or suggestions, we may use them without any obligation to you.

10. Warranties and disclaimers

If we do not perform the Services as Section 3 requires, tell us promptly and we will correct the work at no extra charge.

EXCEPT FOR THE COMMITMENTS IN SECTION 3 AND IN YOUR ENGAGEMENT, THE SITE, THE VISORY PLATFORM, AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SITE OR THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI-ASSISTED WORK WILL BE FREE OF ERRORS, OR THAT THE SERVICES WILL PRODUCE ANY PARTICULAR TAX, FINANCIAL, OR BUSINESS RESULT.

11. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF IT WAS TOLD THEY WERE POSSIBLE;
• EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, AND THE SERVICES WILL NOT EXCEED THE FEES YOU PAID OR OWE US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM, OR US$100 IF YOU HAVE NOT ENGAGED US; AND
• WE ARE NOT LIABLE FOR TAXES YOU OWE, OR FOR INTEREST, CHARGES, OR OTHER LOSSES OF ANY KIND CAUSED BY INFORMATION, INSTRUCTIONS, APPROVALS, ACCESS, OR FUNDS THAT YOU OR YOUR OTHER PROVIDERS DID NOT GIVE US ACCURATELY OR ON TIME.

For a breach of Section 8 (Confidentiality) or of our security commitments in Section 9, each party’s total liability, including, despite the exclusions above, the cost of restoring lost data and of notifying people as the law requires, will not exceed two times the fees you paid or owe us for the Services in the 12 months before the event that gave rise to the claim, instead of the limit above. These limits do not apply to your obligation to pay fees, to either party’s obligations under Section 12 (Indemnities), to either party’s liability for fraud, gross negligence, or willful misconduct, or to liability the law does not allow to be limited. They apply however a claim arises, whether in contract, tort (including negligence), or otherwise. Our fees reflect this allocation of risk.

Any claim must be brought against Visory, not against our employees personally, except for their own fraud or willful misconduct, and they may rely on this sentence. Except for claims for unpaid fees, a claim must be brought within two years after the party bringing it knew, or should have known, of the facts giving rise to it.

12. Indemnities

You will defend and indemnify Visory, its affiliates, and their personnel against third-party claims, and the resulting losses, costs, and reasonable attorneys’ fees, to the extent they arise from Customer Data or instructions you give us that infringe someone’s rights or break the law, from your breach of these Terms or your Engagement, or from your failure to meet your own legal, tax, or payroll obligations. This does not apply to the extent a claim is caused by our breach of these Terms or your Engagement.

We will defend and indemnify you against third-party claims, and the resulting losses, costs, and reasonable attorneys’ fees, that the Visory platform, as we provide it, infringes a United States patent, copyright, or trademark or misappropriates a trade secret. This does not apply to claims caused by Customer Data, third-party systems, or uses these Terms do not allow. If such a claim arises, we may change the platform, get you the right to keep using it, or end your access and refund any prepaid fees for the unused period.

These indemnities cover only claims brought by third parties, not claims between you and us. A party seeking indemnity must notify the other promptly, let it control the defense and any settlement, and cooperate reasonably. No settlement may admit fault on behalf of the indemnified party without its consent.

13. Term, suspension, and termination

These Terms apply while you use the Site or the Services. Your Engagement sets its term and how it can be ended. If it does not, either of us may end the Services by giving the other 30 days’ written notice. Either of us may also end the Services by written notice if the other materially breaches these Terms or the Engagement and does not fix the breach within 30 days after receiving notice of it.

We may suspend the Services or platform access if we reasonably believe it is needed to prevent a security risk, fraud, or unlawful activity, or as Section 7 allows. We will tell you as soon as we reasonably can.

When the Services end, you will pay for Services performed up to the end date, and if the Services end early under Section 7 or Section 16, we will refund any fees you paid in advance for the period after the end date, and we will hand over work in progress and the records we hold for you, so your records, filings, and access pass cleanly to whoever takes over. Your data in the Visory platform stays available for you to export for 30 days. After that we may delete it, except information we must keep by law or under our records policies, which remains protected under these Terms.

Sections 4 and 7 to 16, and any other terms that by their nature should continue, survive the end of these Terms or your Engagement.

14. Communications and notices

You agree that we may communicate with you electronically, including by email and through the Visory platform, and that electronic notices, agreements, and records satisfy any requirement that they be in writing.

We will send notices to the email address in your Engagement or your account. Send notices to us at [email protected]. A notice is given when it is sent, unless the sender learns that it was not delivered.

15. Governing law and disputes

These Terms, your Engagement, and any dispute arising out of or relating to them, the Site, or the Services are governed by the laws of the State of New York, without regard to its conflict of laws rules.

Before starting a lawsuit, the party with the dispute will send the other a written description of it, and both will try in good faith to resolve it for 30 days. Either party may still ask a court for urgent relief to protect its confidential information or intellectual property at any time, and either party may bring a claim that qualifies in small claims court.

Subject to that, the state and federal courts located in New York County, New York, have exclusive jurisdiction over any such dispute, and each party consents to their jurisdiction and venue.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, YOUR ENGAGEMENT, THE SITE, OR THE SERVICES.

Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any class or representative action.

16. General

• Entire agreement. These Terms and your Engagement, with any business associate agreement or data processing addendum, are the entire agreement about the Services. They replace earlier proposals, discussions, and understandings about them, and each party confirms that it has not relied on any statement that is not in them.
• Changes to these Terms. We may update these Terms by posting a new version on the Site with a new date. A new version applies to your use of the Site from when it is posted. Your Engagement is governed by the version in effect when you accepted it. An Engagement accepted before October 20, 2026 stays governed by the terms of business that applied to it when it was accepted, until it ends or you agree to a later version, and we will send you a copy of those terms on request. A later version applies to your Engagement only if you agree to it in writing, or if we send it to you at least 30 days before it takes effect and you keep using the Services after that date. If you do not agree, you may end the affected Services by notice before then, even during a minimum term, and the earlier version applies until they end. A new version never changes how a dispute that has already arisen is resolved.
• Assignment. Neither party may assign these Terms or an Engagement without the other’s consent, which will not be unreasonably withheld. Either party may assign them without consent, with notice, to an affiliate or to a successor in a merger, acquisition, reorganization, or sale of all or most of its business or assets.
• Events beyond our control. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, failures of utilities, the internet, or third-party platforms, or government action. This does not excuse payment obligations. The affected party will tell the other promptly and work to limit the effect, and if a pay run is affected, we will help you make other arrangements.
• Relationship. We are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship, and we act as your agent only where your Engagement, or an authorization you sign, appoints us to act for you. There are no third-party beneficiaries, except as Section 11 states.
• Severability and waiver. If a court finds any part of these Terms unenforceable, the rest stays in effect, and that part is enforced to the fullest extent allowed. Failing to enforce a term is not a waiver of it.
• Interpretation. Headings are for convenience only, and “including” means “including without limitation.”

17. Contact us

If you have a question about these Terms, contact us:

Visory USA, Inc.
3828 Kennett Pike, Suite 212, Greenville, DE 19807
Email: [email protected]
Phone: +1 (917) 915-0691
Website: getvisory.com