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.
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).
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.
| Layer | Tool | Role | Cost |
|---|---|---|---|
| Banking | Mercury (Business) | Operating + tax-reserve sub-accounts. ACH and wire receive, debit card. | $0 / mo |
| Bookkeeping | Wave Accounting | Chart of accounts, expense categorization, P&L, balance sheet. | $0 / mo (free tier) |
| E-signature | Dropbox Sign | Templated MSA, SOW, NDA, IP Rider with audit trail. | $25 / mo (Standard) |
| Payments (optional) | Mercury Pay or Stripe | Wire/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.
Mercury setup.
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.
- Apply at
mercury.com. Choose Business Checking + Savings. - Have ready: EIN, formation docs, government ID, business address, and ownership structure.
- Use
billing@umbra.groupas the primary email so all bank notifications land in the right inbox. - Approval typically lands within 1-2 business days.
Once approved, the default Checking account exists. Create two more via Add account:
| Account | Type | Purpose |
|---|---|---|
| Studio · Operating | Checking | Default. Receives all client payments. Funds AP, payroll, vendor bills. |
| Studio · Tax Reserve | Savings | Holds the 25% slice from every deposit. Never spend from. See §04. |
| Studio · Buffer | Savings | 3 months of fixed expenses. Re-fill before reinvesting profit. |
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.groupemail 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.
- 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.
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.
Wave bookkeeping.
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.
- Sign up at
waveapps.comwithbilling@umbra.group. - Create a business: Umbra Studio, single-member LLC, USD.
- Connect the three Mercury accounts via the bank-feeds integration. Authorize via Mercury's OAuth flow.
- Confirm yesterday's transactions sync within 24h.
Wave's default chart of accounts is fine for line items. The tagging discipline that powers reporting is the five-tag overlay:
| Tag | Stands for | Examples |
|---|---|---|
| cogs | Cost of Goods Sold | Anthropic API tokens billed to a client engagement, contractor pass-through hours. |
| opex | Operating Expenses | Google Workspace, 1Password, Dropbox Sign, Notion, Slack — recurring SaaS keeping the Studio open. |
| capex | Capital Expenditures | Workstation, NAS, networking gear, hardware keys — durable assets. |
| r&d | Research & Development | Internal property spend (Indietheka, Transit, Orbit, Radiohead Community), pattern-library experiments not billable to a client. |
| g&a | General & Administrative | Accounting 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.
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.
Dropbox Sign templates.
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.
| Template | When sent | Signers | Length |
|---|---|---|---|
| MSA — Master Services Agreement | Once per client. Governs all future SOWs. | Studio Lead + Client signatory | ~6 pages |
| SOW — Statement of Work | Per engagement. References the MSA. | Studio Lead + Client signatory | ~3 pages |
| NDA — Mutual Non-Disclosure | Before Discovery, if the client requests. | Studio Lead + Client signatory | ~2 pages |
| IP Rider | Appended to SOW when client wants assignment of all IP at handoff. | Studio Lead + Client signatory | ~1 page |
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.
- In Dropbox Sign: Templates → New template → Upload the MSA Word source.
- Drag merge fields onto the document for:
Client Legal Name,Client Address,Client Signatory Name,Client Signatory Title,Effective Date,Engagement Code. - Define signer roles: Studio (assigned to
contracts@umbra.group) and Client (filled at send-time). - Save the template. Name it exactly
USS-T01 · Master Services Agreement v1.0. - Repeat for SOW (
USS-T02), NDA (USS-T03), IP Rider (USS-T04).
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 vaultas a backup. - Touch the corresponding Airtable Engagement row's
Noteswith a link to the signed PDF.
Sending contracts.
Contract sends are predictable enough to be a checklist. The flow below is the same regardless of size.
First-send checklist
- Re-read the SOW as if you're the buyer. Anything ambiguous is a future dispute.
- Confirm the fee number matches what was verbally agreed. Currency stated in USD.
- Confirm the milestone schedule (typically 33% kick-off, 33% mid-sprint, 34% handoff).
- Confirm the outcome metric language matches what's measurable from baseline.
- 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.
Invoicing cadence.
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)
| Milestone | Trigger | % of fee | Net terms |
|---|---|---|---|
| M1 · Kick-off | Day 1 of engagement, immediately after SOW signed. | 33% | NET-15 |
| M2 · Mid-sprint | Phase 2 (Redesign) sign-off by client. | 33% | NET-15 |
| M3 · Handoff | Phase 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
- In Wave: Sales → Invoices → Create against the Engagement Code customer.
- Line item: {Engagement Code} — {Milestone}. Reference the SOW.
- Attach a one-paragraph status summary covering what's been delivered.
- Send to
Client AP contactwithbilling@umbra.groupCC'd. - Log the invoice ID in the Airtable Engagement row and increment
Fee Recognizedonly after payment lands.
Dunning — the polite escalation
| Day | Action | Tone |
|---|---|---|
| Due date | Auto-reminder via Wave. | Friendly. "Quick reminder — invoice X due today." |
| Due + 3 | Personal note from Studio Lead, replying to AP contact. | Curious. "Wanted to confirm this hasn't gotten stuck in your AP queue." |
| Due + 7 | Loop in the buyer (engagement sponsor) directly. | Professional. "Hi {Buyer}, the M{n} invoice is at +7d — can you nudge AP?" |
| Due + 14 | Pause delivery work. Email both buyer and sponsor. | Firm. "Per SOW §X, work pauses on +15d unpaid." |
| Due + 30 | Formal notice of breach per MSA. | Final. Lawyer in CC. |
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.
| Category | Required note |
|---|---|
| Business meals | Who attended, what was discussed, what came of it. "Dinner with J. Smith, Acme — explored Discovery scope." |
| Travel | Trip purpose, days of business activity, days of personal mixed in. |
| Home office | Square footage, exclusive use, photo of layout once a year. |
| Vehicle | Mileage log if claiming. Personal vs business %. |
| R&D / contractors | 1099 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.
Monthly close.
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.
- Reconcile Mercury ↔ Wave. In Wave, run Reconciliation for each Mercury account. Every transaction matched. Outliers explained.
- Categorize & tag every transaction from the past 30 days. No transaction left as Uncategorized.
- Issue any due invoices for retainer engagements. Confirm Sprint milestone invoices are on track per §08.
- Run dunning on anything past due per the table in §08.
- 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.
- Pull the Balance Sheet. Confirm Tax Reserve = 25% of trailing 12-month revenue (or trending toward it).
- Snapshot & archive. Save P&L + BS PDFs to
studio-shared/Finance/Close/{YYYY-MM}/. - 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.
Finance checklist.
Daily · 5 min
- Glance at Mercury overnight. Anything unexpected = investigate same day.
- Tag any Mercury transactions from yesterday.
- Forward any digital receipts that landed in inbox to
receipts@umbra.group.
Weekly · 15 min · Friday afternoon
- Confirm Wave bank-feed sync ran clean.
- Check Buffer auto-sweep ran on the Friday rule.
- Open invoice list: any due Monday? Pre-stage the +3 dunning email as a draft.
- Confirm any contracts in flight have moved a state this week.
Monthly · 60 min · last business day
- Run the full close per §10.
- Review the five-tag distribution. Any tag >50% of total = re-tagging error or genuine concentration to investigate.
- Snapshot Mercury balances; archive screenshot.
Quarterly · 2 hours
- File estimated quarterly tax payment from Tax Reserve.
- Review contract templates: anything redlined more than once this quarter? Update the canonical template.
- Re-export Sign templates & Wave chart of accounts to
studio-shared. - Open the dunning aging report. Anything >60d gets escalated to legal review.
Annual · half-day
- File 1099s by Jan 31 for any contractor >$600/yr.
- Engage CPA for federal & state filings. Hand over the 12 monthly close packets.
- Re-tune the 25% rule based on actual effective rate from the prior year.
- Review and re-version contract templates with a lawyer.