Umbra Group / Studio / Contracts & Finance
← Pipeline v1.0 · Money
Studio Infra Kit · Money Runbook

Contracts,
cash, close.

The financial spine of the Studio. Mercury for cash, Wave for books, Dropbox Sign for contracts — tied together by the Engagement Code from USI-RB-03 and the 25% auto-tax-reserve rule that keeps the Studio solvent through any quarter.

Companion to USI-RB-01 §07 (Phase 4 abridged). Deep-dive on Mercury sub-accounts, sweep rules, Wave's chart of accounts, the four contract templates, invoicing cadence, and the monthly close.

Doc-IDUSI-RB-04
LayerMoney
Duration~5 hours
StatusLive
01

How to use this runbook.

Money discipline is what separates a freelance practice from a Studio. Three small habits — tax reserve at the moment of deposit, tagged expenses at the moment of swipe, and a one-hour monthly close — eliminate roughly 95% of small-business financial pain.

Build the stack once at Day 0 (~5 hours). After that, the daily cost is <5 minutes; the weekly cost is ~15 minutes; the monthly close is ~60 minutes. Anything more means a tool is fighting the operator.

The order matters — Mercury before Wave (so Wave can pull transactions), Wave before Dropbox Sign (so contract-signature events can post to a known revenue account), Templates before first send (so you don't ship a v0 contract you'll regret).

02

The three-piece money stack.

One bank, one bookkeeper, one signature service. Free or low-cost across the board until the Studio scales past one engagement at a time.

LayerToolRoleCost
BankingMercury (Business)Operating + tax-reserve sub-accounts. ACH and wire receive, debit card.$0 / mo
BookkeepingWave AccountingChart of accounts, expense categorization, P&L, balance sheet.$0 / mo (free tier)
E-signatureDropbox SignTemplated MSA, SOW, NDA, IP Rider with audit trail.$25 / mo (Standard)
Payments (optional)Mercury Pay or StripeWire/ACH inbound first; card only if a client asks.2.9% + $0.30 (cards)

Total fixed cost: ~$25/mo. Variable cost is pure transaction fees on the rare card payment. Wire/ACH from US clients clears to Mercury for free.

03

Mercury setup.

~75 minutes

Mercury is chosen for two reasons: zero fees on the operating tier, and native support for sub-accounts (called Vaults) that make the 25% tax rule mechanically enforceable.

Step 01Open the business account.~25 min
  1. Apply at mercury.com. Choose Business Checking + Savings.
  2. Have ready: EIN, formation docs, government ID, business address, and ownership structure.
  3. Use billing@umbra.group as the primary email so all bank notifications land in the right inbox.
  4. Approval typically lands within 1-2 business days.
Step 02Create three accounts.~15 min

Once approved, the default Checking account exists. Create two more via Add account:

AccountTypePurpose
Studio · OperatingCheckingDefault. Receives all client payments. Funds AP, payroll, vendor bills.
Studio · Tax ReserveSavingsHolds the 25% slice from every deposit. Never spend from. See §04.
Studio · BufferSavings3 months of fixed expenses. Re-fill before reinvesting profit.
Step 03Wire the auto-sweep rules.~15 min

Mercury supports rule-based auto-transfers. The mechanical version of the 25% rule:

  • Rule 1: when an inbound deposit hits Operating > $1,000, auto-transfer 25% to Tax Reserve.
  • Rule 2: weekly on Friday at 5pm, if Buffer < (3 × monthly fixed cost), auto-top-up from Operating until Buffer is full.
  • Rule 3: monthly on the 28th, snapshot the three balances to a finance@umbra.group email for the close packet.

If Mercury's rules engine doesn't expose all three triggers natively, build the missing ones as Zapier workflows reading the Mercury webhook.

Step 04Cards, users, and integrations.~20 min
  • Issue one virtual debit card per recurring vendor (Anthropic, Google Workspace, 1Password, Tailscale, Dropbox Sign, etc.). Cap each card at 2× expected monthly spend — if a vendor blows the cap, you find out before the bill does.
  • Issue one physical card for travel/in-person.
  • Add Wave as a connected app for transaction sync. Test that yesterday's transactions appear in Wave by tomorrow.
  • Enable two-factor on every Mercury login. YubiKey-bound from §USI-RB-02.
§ §03 gate
Push $100 from Operating to Tax Reserve manually, then back. Confirm the transfer is instant and free. If a sub-account or rule isn't behaving, fix before the first real deposit lands.
04

The 25% tax reserve rule.

Every dollar that lands in Operating gets sliced: 25¢ moves to Tax Reserve that day. This is the single highest-leverage finance habit in the Studio. April never feels surgical because the cash was never available to spend.

Why 25% (and not the actual tax rate)

The federal+state+self-employment marginal rate for a profitable single-member LLC in most US states lands somewhere in the 22-30% range depending on income and deductions. 25% is the round-number midpoint that's almost certainly > what you actually owe. Over-reserving means a refund or a rolled-forward credit, which is a cheaper failure mode than under-reserving and scrambling.

Re-tune annually after the first full year of operation when you have actual numbers. Until then, default to 25%.

When the rule does NOT apply

  • Deposits that are loan proceeds, capital contributions, or refunds — not income.
  • Pass-through deposits (rare for a Studio) — e.g. a client wires you funds you immediately wire to a vendor.
  • Inter-account transfers between Studio accounts.

If the auto-rule mis-categorized a deposit, manually reverse the 25% sweep within 24 hours. Wave will reconcile.

§ Don't
Don't ever spend from Tax Reserve. If a cash crunch hits, take a personal loan to Operating, document it as a member contribution, and pay it back from later revenue. Touching Tax Reserve to cover OpEx is the start of the spiral that makes April a crisis instead of an event.
05

Wave bookkeeping.

~60 minutes

Wave is the bookkeeping layer. Free, web-based, sufficient for a Studio. The job is twofold: (1) categorize every transaction within 7 days, (2) produce a P&L and balance sheet on demand.

Step 01Provision & connect Mercury.~15 min
  1. Sign up at waveapps.com with billing@umbra.group.
  2. Create a business: Umbra Studio, single-member LLC, USD.
  3. Connect the three Mercury accounts via the bank-feeds integration. Authorize via Mercury's OAuth flow.
  4. Confirm yesterday's transactions sync within 24h.
Step 02Five expense tags.~20 min

Wave's default chart of accounts is fine for line items. The tagging discipline that powers reporting is the five-tag overlay:

TagStands forExamples
cogsCost of Goods SoldAnthropic API tokens billed to a client engagement, contractor pass-through hours.
opexOperating ExpensesGoogle Workspace, 1Password, Dropbox Sign, Notion, Slack — recurring SaaS keeping the Studio open.
capexCapital ExpendituresWorkstation, NAS, networking gear, hardware keys — durable assets.
r&dResearch & DevelopmentInternal property spend (Indietheka, Transit, Orbit, Radiohead Community), pattern-library experiments not billable to a client.
g&aGeneral & AdministrativeAccounting fees, legal, insurance, bank fees, business meals, travel for non-engagement purposes.

Create the five tags in Wave under Settings → Tags. Then categorize every transaction within 7 days using exactly one tag.

Step 03Customer records mirror Engagements.~15 min

Every Active Engagement in Airtable gets a corresponding Customer in Wave. The Customer name in Wave is the Engagement Code from USI-RB-03 (e.g. ACME-2026-01) so reports key off the same identifier.

  • On stage = Active in Airtable, create a Wave Customer named after the Engagement Code.
  • Bill-to: client legal name and address from the contract.
  • Default payment terms: NET-15.
  • Default income account: 4000 · Engagement Revenue.
§ §05 gate
Tag every Mercury transaction from the last 30 days. If a transaction doesn't fit one of the five tags, the issue is the chart of accounts, not the tag — investigate before adding a sixth tag.
06

Dropbox Sign templates.

~90 minutes

Four templates cover essentially every contract event the Studio sends. Build them once; reuse forever. All four live as templates inside Dropbox Sign with merge fields, not as static PDFs that get hand-edited every send.

TemplateWhen sentSignersLength
MSA — Master Services AgreementOnce per client. Governs all future SOWs.Studio Lead + Client signatory~6 pages
SOW — Statement of WorkPer engagement. References the MSA.Studio Lead + Client signatory~3 pages
NDA — Mutual Non-DisclosureBefore Discovery, if the client requests.Studio Lead + Client signatory~2 pages
IP RiderAppended to SOW when client wants assignment of all IP at handoff.Studio Lead + Client signatory~1 page
Step 01Source the canonical text.~30 min

The canonical, lawyer-reviewed text for all four templates lives in 1Password → contracts vault as PDF originals. The Word source files live in studio-shared → Drive → Contracts → Sources.

  • Confirm the latest version is dated within the last 12 months. Older than that, schedule a legal review.
  • Confirm an attorney has signed off on the IP Rider language — this is the highest-stakes clause.
  • Check that the MSA includes: governing law (Delaware preferred), arbitration carveout, assignment, notice, severability, entire-agreement clauses.
Step 02Build as Dropbox Sign templates.~45 min
  1. In Dropbox Sign: Templates → New template → Upload the MSA Word source.
  2. Drag merge fields onto the document for: Client Legal Name, Client Address, Client Signatory Name, Client Signatory Title, Effective Date, Engagement Code.
  3. Define signer roles: Studio (assigned to contracts@umbra.group) and Client (filled at send-time).
  4. Save the template. Name it exactly USS-T01 · Master Services Agreement v1.0.
  5. Repeat for SOW (USS-T02), NDA (USS-T03), IP Rider (USS-T04).
Step 03Wire to the Engagement Code.~15 min

Every signed PDF that Dropbox Sign returns must be filed under studio-shared → Drive → Contracts → Signed → {Engagement Code}/ within 24 hours of countersign.

  • Build a Zapier or Make automation: on Dropbox Sign signature complete, save PDF + audit trail to the right Drive folder.
  • Also drop into 1Password → contracts vault as a backup.
  • Touch the corresponding Airtable Engagement row's Notes with a link to the signed PDF.
§ Legal
Templates are scaffolding, not advice. Any clause edit requested by a client over $5K in deal value gets routed to a lawyer before counter-signing. The cost of a 30-min legal review is microscopic against the cost of a bad clause that surfaces two years later.
07

Sending contracts.

~15 minutes per send

Contract sends are predictable enough to be a checklist. The flow below is the same regardless of size.

01
Confirm scope
Verify the SOW reflects the latest verbal scope from the call.
02
Fill merge fields
Engagement Code, dates, fee, signatory.
03
Send via Sign
Sequential signing: Studio first, Client second.
04
Track to close
Re-nudge at day 3 if unsigned. Escalate to call at day 7.
05
File & flip
PDF to Drive + 1P. Airtable Stage = Active. Linear team created.

First-send checklist

  1. Re-read the SOW as if you're the buyer. Anything ambiguous is a future dispute.
  2. Confirm the fee number matches what was verbally agreed. Currency stated in USD.
  3. Confirm the milestone schedule (typically 33% kick-off, 33% mid-sprint, 34% handoff).
  4. Confirm the outcome metric language matches what's measurable from baseline.
  5. Send. Note the send time in Airtable Notes.

If the client redlines

  • Read every change. Don't accept en-bloc.
  • Anything in Limitation of Liability, IP Assignment, or Indemnification that goes beyond template defaults → legal review before counter-signing.
  • Anything in fee terms or scope → respond in the SOW thread, not Sign comments. Re-issue the SOW with a new version number, never amend in place.
08

Invoicing cadence.

~30 minutes per invoice

Predictable invoicing is what turns a six-figure contract into a six-figure cash position. Three rules: (1) invoice on milestone, not on calendar; (2) always NET-15 unless the client's procurement requires otherwise; (3) follow up the day after due, every time.

Default schedule (Lighthouse Sprint)

MilestoneTrigger% of feeNet terms
M1 · Kick-offDay 1 of engagement, immediately after SOW signed.33%NET-15
M2 · Mid-sprintPhase 2 (Redesign) sign-off by client.33%NET-15
M3 · HandoffPhase 4 (Handoff) acceptance — outcome metric measured.34%NET-15

For Retainer engagements: invoice on the 1st of each month, NET-15. For Workshop: 100% upfront before scheduling.

How to issue

  1. In Wave: Sales → Invoices → Create against the Engagement Code customer.
  2. Line item: {Engagement Code} — {Milestone}. Reference the SOW.
  3. Attach a one-paragraph status summary covering what's been delivered.
  4. Send to Client AP contact with billing@umbra.group CC'd.
  5. Log the invoice ID in the Airtable Engagement row and increment Fee Recognized only after payment lands.

Dunning — the polite escalation

DayActionTone
Due dateAuto-reminder via Wave.Friendly. "Quick reminder — invoice X due today."
Due + 3Personal note from Studio Lead, replying to AP contact.Curious. "Wanted to confirm this hasn't gotten stuck in your AP queue."
Due + 7Loop in the buyer (engagement sponsor) directly.Professional. "Hi {Buyer}, the M{n} invoice is at +7d — can you nudge AP?"
Due + 14Pause delivery work. Email both buyer and sponsor.Firm. "Per SOW §X, work pauses on +15d unpaid."
Due + 30Formal notice of breach per MSA.Final. Lawyer in CC.
§ Discipline
Skipping the day-3 follow-up is the most common reason invoices age into 60+ days. AP teams treat "send when convenient" as "send last." A friendly +3 nudge moves an invoice from "someone else's problem" to "due now" without burning the relationship.
09

Expense discipline.

Receipt capture and tagging is a 30-second habit that prevents a 6-hour annual reckoning.

At swipe time

  • Photograph the receipt. Mercury's mobile app captures and attaches automatically — one tap.
  • If the receipt is digital (email confirmation), forward to receipts@umbra.group — auto-files to a Drive folder by month.
  • Apply the tag in Mercury immediately. Wave will inherit the tag on sync.

Categories that get audited first

If the IRS ever asks, these are the categories that get scrutinized hardest. Document substance, not just price.

CategoryRequired note
Business mealsWho attended, what was discussed, what came of it. "Dinner with J. Smith, Acme — explored Discovery scope."
TravelTrip purpose, days of business activity, days of personal mixed in.
Home officeSquare footage, exclusive use, photo of layout once a year.
VehicleMileage log if claiming. Personal vs business %.
R&D / contractors1099 issued by Jan 31 to anyone >$600/yr.

Personal vs business cards

One inviolable rule: never charge personal on a business card or vice versa. The 30 seconds saved is purchased with hours of disentanglement at year-end. If a personal swipe lands on a business card by accident, reimburse the business that day.

10

Monthly close.

~60 minutes, last business day of month

The monthly close is the single most important finance ritual. One disciplined hour per month means quarterly taxes and annual returns are routine, not panic.

  1. Reconcile Mercury ↔ Wave. In Wave, run Reconciliation for each Mercury account. Every transaction matched. Outliers explained.
  2. Categorize & tag every transaction from the past 30 days. No transaction left as Uncategorized.
  3. Issue any due invoices for retainer engagements. Confirm Sprint milestone invoices are on track per §08.
  4. Run dunning on anything past due per the table in §08.
  5. Pull the P&L for the month. Compare to last month and the same month last year. Anything >30% drift gets a one-line annotation in the close packet.
  6. Pull the Balance Sheet. Confirm Tax Reserve = 25% of trailing 12-month revenue (or trending toward it).
  7. Snapshot & archive. Save P&L + BS PDFs to studio-shared/Finance/Close/{YYYY-MM}/.
  8. Email the close packet to billing@umbra.group (so it's archived in Gmail) and copy yourself a one-line summary: revenue, expenses, net, cash position.
§ Quarterly add-on
In March/June/September/December: file estimated quarterly taxes from Tax Reserve. Use the safe-harbor rule (110% of last year's liability divided into four equal payments) for predictability. Anything left in Tax Reserve at year-end rolls into next year's first quarter payment.
11

Finance checklist.

Daily · 5 min

  1. Glance at Mercury overnight. Anything unexpected = investigate same day.
  2. Tag any Mercury transactions from yesterday.
  3. Forward any digital receipts that landed in inbox to receipts@umbra.group.

Weekly · 15 min · Friday afternoon

  1. Confirm Wave bank-feed sync ran clean.
  2. Check Buffer auto-sweep ran on the Friday rule.
  3. Open invoice list: any due Monday? Pre-stage the +3 dunning email as a draft.
  4. Confirm any contracts in flight have moved a state this week.

Monthly · 60 min · last business day

  1. Run the full close per §10.
  2. Review the five-tag distribution. Any tag >50% of total = re-tagging error or genuine concentration to investigate.
  3. Snapshot Mercury balances; archive screenshot.

Quarterly · 2 hours

  1. File estimated quarterly tax payment from Tax Reserve.
  2. Review contract templates: anything redlined more than once this quarter? Update the canonical template.
  3. Re-export Sign templates & Wave chart of accounts to studio-shared.
  4. Open the dunning aging report. Anything >60d gets escalated to legal review.

Annual · half-day

  1. File 1099s by Jan 31 for any contractor >$600/yr.
  2. Engage CPA for federal & state filings. Hand over the 12 monthly close packets.
  3. Re-tune the 25% rule based on actual effective rate from the prior year.
  4. Review and re-version contract templates with a lawyer.
§ Bottom line
Finance is a habit problem disguised as a tooling problem. The tools above are deliberately minimal. Five minutes a day on tags, 15 minutes on Friday on invoices, 60 minutes on the last day of the month — that's the entire price of admission to a Studio that never has a financial surprise.