TERMS AND CONDITIONS
You can find the previous version of the terms here.
Last updated: June 1, 2025
TERMS AND CONDITIONS
GENERAL TERMS OF SERVICE
Agreement Structure and Interpretation
This Agreement is structured to support the Firm’s multidisciplinary service model and modular engagement framework. Its component parts, such as the Terms and Conditions and Selected Services sections, function as an integrated contractual whole.
Unless expressly stated otherwise, all provisions of this Agreement apply across all categories of Services and are intended to be read together. Terms addressing matters such as indemnification, limitation of liability, dispute resolution, and client responsibilities apply regardless of where they appear or which Service they relate to. If a task or deliverable reasonably falls under more than one Service category, the applicable provisions from each relevant section shall apply in full.
No provision shall be interpreted in isolation or in a manner that narrows the intent of the Agreement’s unified design. Any ambiguity shall be resolved in favor of maintaining the Agreement’s comprehensive intent and protective scope.
Entire Agreement
This Agreement constitutes the complete understanding between the Client and the Firm regarding the Services provided, whether for individual, co-client, or business entity matters, and whether the engagement involves tax, accounting, payroll, advisory, or other professional services. It supersedes all prior communications or representations and, together with any schedules, exhibits, or referenced documents, represents the entire agreement between the Parties as defined in the Introduction section.
If any provision is found to be invalid or unenforceable, the remainder shall continue in full force and effect as if the invalid portion had not been included. Any substantial modifications or amendments must be in writing and signed by both Parties. This Agreement may be executed in counterparts and exchanged electronically. Digital signatures are valid and binding.
Modifications to Terms and Services
The Firm may revise the Terms and Conditions at its sole discretion to reflect legal, operational, or service changes. Updates may affect terms, delivery methods, tools, or workflows, but do not alter the scope, pricing, or obligations of Selected Services without the written agreement of both Parties.
Material changes, defined as those that could reasonably affect the Client’s use of or reliance on the Services, will take effect fourteen (14) calendar days after written notice by email, SMS, or portal. Continued use after that period constitutes acceptance. If the Client objects in writing, the Parties will attempt to resolve the matter in good faith. If unresolved, either Party may terminate the Agreement.
Non-material changes, such as typographical corrections, formatting updates, administrative clarifications, or added service descriptions that do not affect scope, pricing, or obligations, may take effect immediately upon publication without advance notice.
Any change to the scope of Services in the Selected Services section requires written agreement by both Parties, confirmed by a signed addendum or written communication. Once confirmed, such changes are incorporated into this Agreement.
The current and controlling version of the Terms and Conditions is incorporated by reference and maintained at: www.ledgerment.com/terms/terms-and-conditions.
Independent Contractor
The Parties intend to establish an independent contractor relationship. The Firm retains sole discretion over how the Services are performed and is not an agent, employee, or representative of the Client. Neither Party may bind, represent, or obligate the other without prior written consent.
Acknowledgements
The Client expressly acknowledges and agrees that the delivery of the Services is contingent upon the Client’s timely cooperation and provision of all required information. The Client shall provide all documentation, data, and materials necessary for the Firm to perform the Services, and must do so accurately, completely, and on time. Failure to do so shall entitle the Firm to suspend, defer, or modify performance without liability. The Client further agrees to take all necessary steps to resolve any deficiencies promptly and facilitate continuity in service delivery. The Firm shall not be liable for any delay, inaccuracy, or inefficiency resulting from the Client’s failure to meet these obligations.
Client Responsibilities
The Client assumes sole responsibility for all decisions and functions related to their personal or business affairs, including but not limited to maintaining adequate insurance coverage, managing financial and tax obligations, and ensuring proper recordkeeping. Where applicable, the Client is solely responsible for establishing and maintaining internal controls and retaining relevant records.
The Firm’s engagement is limited to the specific Services outlined in this Agreement and does not include verifying, auditing, or reviewing the information provided, although clarifications may be requested as necessary. The Services are not designed to detect errors, identify fraud, or uncover illegal activities. Any Services beyond the scope of this Agreement will require a separate engagement letter.
The Firm is not responsible for notifying the Client of any legal or regulatory requirements, including estimated tax payments, deadlines, registrations, or compliance filings.
The Client confirms that they have the legal authority to use and share all information and materials provided to the Firm for the provision of these Services. The Client acknowledges that no advice, recommendation, or communication from the Firm shall be deemed binding or relied upon unless it is provided in writing and explicitly labeled as such by the Firm.
The Client affirms that all documentation, records, and information submitted to the Firm are, to the best of their knowledge, materially complete, accurate, and free from omission. The Firm is entitled to rely entirely on such submissions and has no obligation to independently verify their accuracy, integrity, or completeness. The Client further acknowledges that the quality of any deliverables is directly dependent on the quality and completeness of the information provided.
Client Data and Submission Protocol
The Client shall provide all documentation, information, and materials necessary to perform the Services in a timely, complete, and accurate manner. For all Services subject to monthly, quarterly, or periodic reporting cycles, such as sales tax filings or accounting services, such materials must be submitted no later than the fifth (5th) calendar day following each period. If materials are not received by the fourteenth (14th), the Firm may, at its sole discretion, (i) defer processing, (ii) issue summary-level outputs only, (iii) assess additional charges at its Standard Rates (as defined below), (iv) file extensions if applicable, or (v) decline to provide Services for that period. The Firm shall not be liable for any penalties, interest, or adverse consequences arising from delays, omissions, or inaccuracies in the Client’s submissions.
For Services tied to statutory or year-end deadlines, such as income tax returns or other regulatory filings, all required data must be submitted at least thirty (30) calendar days before the applicable filing date. Specific deadlines for year-end deliverables, including Forms 1099, may be set forth in the applicable Service terms. If any such deadline is missed, the Firm may apply the same remedies listed above.
Repeated or material delays in providing required documentation or clarification by the Client, whether for recurring or statutory Services, may result in suspension or termination of this engagement.
Client Representations and Legal Responsibilities
The Client is solely responsible for complying with all applicable legal, tax, and regulatory obligations relating to their affairs and to the Services described in this Agreement. This responsibility includes ensuring that all information, records, and documentation submitted to the Firm are accurate, complete, and provided in a timely manner, and that such submissions comply with applicable laws and regulatory standards.
As a condition of this engagement, the Client represents and warrants that all disclosures, data, and communications made to the Firm, whether oral or written, are, to the best of the Client’s knowledge and belief, truthful, lawful, accurate, complete, and not misleading, and agrees to promptly supplement or correct any such information upon discovering an error or omission. The Firm shall be entitled to rely upon such representations without any duty to independently verify their accuracy. Any breach of these representations may constitute grounds for the Firm’s withdrawal from the engagement and may give rise to indemnification obligations as further described in the Indemnification and Legal Protections section of this Agreement.
Authorized Client Representatives
The Client authorizes the Firm to rely on all communications, instructions, and information provided by any individual whom the Firm reasonably believes to be acting with the Client’s authority, including employees, advisors, or family members. Such communications shall be deemed binding upon the Client. If the Client wishes to revoke or limit such authority, written notice must be provided to the Firm, and such revocation shall not apply retroactively.
Authority to Bind and Scope of Client Entities
The Client represents and warrants that they are fully authorized to enter into this Agreement on behalf of all parties encompassed within the term “Client,” including any Co-Client, spouse, trust, affiliated business entity, or other legally associated person or entity receiving Services under this Agreement. This representation applies to all communications, responsibilities, consents, and obligations. The Firm shall be entitled to rely on this representation without independent verification, and any misrepresentation shall constitute grounds for immediate termination and indemnification.
Login Credentials
If the Client provides login credentials, including for bank or financial platforms, the Firm and its designees are authorized to access, view, and interact with such accounts as needed to perform the Services. Where feasible, the Firm will request view-only access. If unavailable, the Client authorizes broader access as required. The Client affirms they have the authority to grant such access and assumes full responsibility for any consequences arising from such use. The Firm is not liable for access, data changes, or third-party interactions, except in cases of willful misconduct.
Staffing and Delegation of Services
The Client acknowledges and agrees that the Firm may delegate or subcontract Services to qualified personnel, including employees, independent contractors, or affiliate firms, at its sole discretion, provided such delegation does not materially alter the nature of the Services. The Firm remains responsible for the overall coordination of Services.
Where specialized expertise is needed, the Firm may recommend a third-party consultant or service provider. The Client must approve such engagement in writing. If authorization is not granted and the Firm determines the Service cannot proceed without such expertise, the Firm may terminate the engagement, and the Client shall remain liable for all fees incurred to date. The Firm shall not be liable for errors, delays, or omissions of third-party specialists.
Waiver
No failure or delay by either Party in enforcing any provision of this Agreement shall constitute a waiver of that provision or any other right, unless expressly waived in a written instrument signed by the waiving Party. Any such waiver shall apply only to the specific instance and shall not affect future enforcement.
Service Fees and Billing Terms
This Agreement is effective upon execution and remains in force until the completion of Services or earlier termination in accordance with its terms. Services may be structured as recurring, project-based, hourly, or fixed-fee engagements. Unless otherwise agreed in writing, recurring Services renew automatically each billing cycle and continue until cancelled by either Party under the Ending the Engagement section.
Fees for recurring Services are billed and collected automatically via ACH or other authorized payment methods according to the billing cycle specified in the engagement terms. The Client authorizes the Firm to initiate such payments without further approval for each cycle.
Fees for hourly or project-based Services are billed based on either (i) a fixed fee agreed in writing, or (ii) the Firm’s standard billing rates (“Standard Rates”), which may include hourly, per-form, or per-deliverable charges depending on the nature of the Service. These rates are published at www.ledgerment.com/terms/standard-rates and incorporated herein by reference. The Firm may require a retainer or advance payment for certain Services, which will be applied against future fees or held as a condition of engagement, as specified in the applicable Service terms.
Unless otherwise agreed in writing, hourly Services will be initiated upon the Client’s written or documented authorization, including via email. The Firm will provide a summary of time incurred or deliverables completed prior to initiating payment. Hourly fees are billed in arrears and collected automatically via the Client’s authorized payment method three (3) business days after written notice of the charge.
All fees are deemed earned upon payment and are non-refundable, regardless of whether the Client implements, relies on, or uses the deliverables or recommendations provided. This excludes unused retainers for future Services, which may be refundable based on the terms of the specific engagement.
The Firm may adjust recurring fees after ninety (90) calendar days if the scope, complexity, or timing of Services materially changes. Any such adjustments will be communicated in writing. The Firm may also apply an annual cost-of-living adjustment of up to ten percent (10%) to recurring fees, which shall take effect automatically upon written notice and shall not require a formal amendment to this Agreement. Updates to Standard Rates apply prospectively and are effective upon publication but will not apply to active engagements until fourteen (14) calendar days after written notice to the Client
Out-of-scope Services require written authorization and may be separately quoted. The Firm may also recover reasonable out-of-pocket expenses incurred in connection with the delivery of Services, including government filing fees, third-party vendor and specialist costs, courier services, and travel expenses where applicable.
Termination and Post-Engagement Terms
Either Party may terminate this Agreement, or any specific Service, at any time by providing written notice to the other Party. For recurring engagements, termination will take effect at the end of the current billing period unless otherwise agreed. For project-based or hourly engagements, termination may be immediate or on a mutually agreed date. The Client remains responsible for all fees accrued through the effective date of termination. The Firm may withhold deliverables until all outstanding amounts are paid in full.
The Firm may also withdraw from any engagement immediately if the Client fails to pay fees when due, fails to provide necessary information or access, or otherwise fails to cooperate as reasonably required for the delivery of Services. In such cases, no refund shall be issued.
Following termination or expiration of Services, the Firm shall have no further obligation to provide deliverables, support, or access unless expressly agreed in writing. Any post-engagement assistance provided at the Client’s request will be billed at the Firm’s Standard Rates. The Client is solely responsible for safeguarding and retaining all records, deliverables, and documentation previously provided.
All provisions of this Agreement that by their nature should survive termination will remain in effect, including but not limited to confidentiality, indemnification, limitation of liability, dispute resolution, payment obligations, third-party use restrictions, non-solicitation, governing law, and any accrued rights or obligations.
Indemnification and Legal Protections
The Client agrees to indemnify, defend, and hold harmless the Firm, including its owners, directors, officers, employees, affiliates (including PrimeShore Corporation), subsidiaries, contractors, agents, successors, and assigns, from and against any and all claims, liabilities, losses, penalties, damages, fines, costs, and expenses, including reasonable legal fees, expert witness fees, and costs of investigation or enforcement, that arise from or relate to (i) the Client’s breach of this Agreement; (ii) the Client’s failure to comply with applicable laws, regulations, or tax obligations; (iii) any incomplete, inaccurate, misleading, untimely, or false information provided to the Firm, whether intentional or unintentional; or (iv) any claims asserted by third parties arising from or relating to the Client’s actions, omissions, or representations in connection with the Services. This indemnity applies regardless of the legal theory asserted and survives termination of this Agreement. The Client shall not settle or compromise any third-party claim involving the Firm without the Firm’s prior written consent.
Where the Firm is named in, or required to respond to or participate in, legal or regulatory proceedings arising out of this engagement, but where the Firm is not alleged to have committed wrongdoing, the Client shall compensate the Firm for all time spent and expenses incurred in connection with such matters, including compliance with subpoenas, court orders, or discovery requests. This compensation shall be based on the Firm’s then-current Standard Rates and include reimbursement of all reasonable out-of-pocket costs and legal counsel expenses. The Firm’s right to reimbursement under this section is supplemental to, and not in limitation of, its indemnification rights under this Agreement.
Limitation of Liability
EXCEPT IN CASES OF THE FIRM’S WILLFUL MISCONDUCT OR FRAUD, THE FIRM’S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PROFESSIONAL FEES ACTUALLY PAID BY THE CLIENT TO THE FIRM FOR SERVICES RENDERED DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE ACT OR OMISSION GIVING RISE TO THE CLAIM. THIS LIMITATION DOES NOT RESTRICT THE FIRM’S RIGHT TO RECOVER UNPAID FEES OR RELATED COSTS IN ANY ACTION TO ENFORCE THE CLIENT’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.
UNDER NO CIRCUMSTANCES SHALL THE FIRM BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, FINES, PENALTIES (INCLUDING TAX PENALTIES OR INTEREST), GOVERNMENT OR REGULATORY ACTIONS, OR THIRD-PARTY CLAIMS, EVEN IF THE FIRM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE LIMITATIONS SHALL APPLY TO ALL CLAIMS, WHETHER ARISING UNDER CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER ARISING FROM THE FIRM’S ACTS, OMISSIONS, OR BOTH INTENTIONAL AND UNINTENTIONAL NEGLIGENCE. THE CLIENT AGREES THAT THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT ABSENT THESE LIMITATIONS, THE FIRM WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
Restrictions on Third-Party Reliance and Use
All deliverables, reports, returns, and work product provided by the Firm are intended solely for the internal use of the Client or submission to applicable regulatory authorities. No third party may rely on such materials without the Firm’s express prior written consent. Unauthorized use or disclosure is strictly prohibited. The Firm expressly disclaims any liability to third parties and the Client agrees to indemnify and hold the Firm harmless from any third-party claims arising from unauthorized reliance or use, as further described in the Indemnification and Legal Protections section.
Personal Guarantee
The undersigned Client personally, unconditionally, and irrevocably guarantees payment of all fees, costs, and taxes due under this Agreement, regardless of whether Services are rendered to a business entity on the Client’s behalf. This personal guarantee survives termination and shall remain enforceable until all amounts are paid in full.
Non-Solicitation
The Client agrees that neither they nor any affiliate, related entity, or non-arm’s length party shall solicit, hire, or engage any person employed by or contracted with the Firm or any of its subsidiaries during the term of this engagement and for a period of two (2) years following the final delivery of Services. A breach of this clause will trigger a recruitment fee, immediately payable to the Firm, equal to the greater of $75,000 or the total compensation paid to the individual by the Firm or its subsidiary in the twelve (12) months preceding the breach. This provision survives termination of the Agreement.
Data Security and Electronic Communication
The Firm maintains confidentiality and information security policies consistent with professional obligations and prevailing industry standards. In the course of delivering Services, the Firm may use email, cloud platforms, and other electronic tools to communicate and share sensitive information. The Client acknowledges that while the Firm takes commercially reasonable steps to safeguard such communications, no electronic transmission is completely secure. By engaging the Firm, the Client consents to the use of such communication channels and assumes the associated risks.
The Firm may also utilize third-party service providers, including affiliates and offshore resources, to support the delivery of Services. These providers are obligated to maintain confidentiality and data protection standards aligned with industry norms; however, the Firm does not guarantee or independently audit such safeguards. Except in cases of the Firm’s fraud, the Firm shall not be liable for any unauthorized access, loss, or disclosure of information arising from electronic communication or third-party engagement. The Client agrees to indemnify the Firm for any damages resulting from such events.
Document Retention Policy
The Client is solely responsible for retaining all records, documentation, and supporting data necessary to meet all tax, legal, and regulatory obligations. The Client agrees that this duty is non-delegable and remains solely their responsibility, continuing in full effect regardless of the Firm’s involvement. No portion of this obligation is satisfied by documents temporarily held or stored by the Firm.
The Firm does not serve as a custodian of Client records. During the performance of services, the Firm may temporarily copy or retain select materials provided by the Client. All original documents will be returned upon completion of services or made available through the Client portal. Any unreturned source records must be retrieved and retained by the Client.
The Firm retains internal workpapers, correspondence, and related files for regulatory, compliance, and quality assurance purposes. These records, which may include limited Client-provided content, are the exclusive property of the Firm and are preserved for a minimum of seven (7) years following completion of services. These internal materials do not replace or fulfill the Client’s responsibility to retain original documentation.
The Firm may utilize third-party internet-based platforms in the delivery of services. The Client consents to the use of such systems and acknowledges that the Firm assumes no responsibility for the security, accessibility, or retention of documents stored or transmitted through these platforms, regardless of which party bears the associated costs. The Client must maintain complete copies of all materials submitted or received through these systems.
Any physical documents mailed, submitted, or delivered by the Firm on the Client’s behalf, whether initiated at the Client’s request, through standard practice, or based on service necessity, are sent strictly as a courtesy. The Client remains solely responsible for requesting and preserving proof of mailing or submission required for tax, legal, or regulatory compliance. Upon timely written request, the Firm may provide available tracking information or certified mailing documentation. In the absence of such a timely request, the Firm is under no obligation to generate, retain, or produce mailing records. All risk of loss, delay, misdelivery, or inability to substantiate submission rests solely with the Client, including documents delivered to the IRS, state agencies, or other regulatory authorities.
Consent to Disclosure and Use
As required by 26 C.F.R. § 301.7216-3, the Client’s explicit consent is required for the Firm to disclose or use tax return information in connection with the delivery of certain Services. The full terms of this consent are incorporated by reference into, and made a part of, this Agreement, and are available at: www.ledgerment.com/terms/consent-to-disclosure
The Client acknowledges and agrees that this consent is provided voluntarily and separately from the broader engagement terms but remains fully governed by the Terms and Conditions of this Agreement.
Regulatory Disclosures and Scope Limitations
The Client acknowledges and agrees that the Firm is not a certified public accounting firm and is not registered with any state board of accountancy. The Firm does not perform services that require licensure to practice public accounting. While the Firm or its personnel may be members of the American Institute of Certified Public Accountants (AICPA), the Firm is not governed by AICPA firm standards and does not perform services subject to such oversight.
The Services do not include, and the Client shall not rely on them for: (i) any audit, attest, examination, verification, investigation, certification, presentation, or review of financial information or accounting records; (ii) advice or opinions on accounting methods, procedures, or the certification of financial data; (iii) preparation or certification of reports intended for publication, financing, credit, investor review, regulatory filing, litigation, or governmental use; (iv) legal or regulatory advice regarding the Client’s business practices or compliance obligations; or (v) any assurance, certification, or third-party reliance related to quality of earnings analyses, due diligence, fractional CFO services, financial modeling, or other strategic advisory work.
The Firm does not issue formal opinions or certifications and makes no representation as to whether any records comply with GAAP, IFRS, or other accounting standards. Although certain personnel may hold CPA or legal credentials, such licensure does not alter the Firm’s non-attest status or expand the scope of the engagement. The Client is solely responsible for engaging a duly licensed or registered firm where certified, regulated, or legal services are required.
Governing Law, Jurisdiction, and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of law principles. Any dispute arising under or related to this Agreement shall be exclusively resolved in a court of competent jurisdiction located in Chambers County, Texas, or, at the Firm’s sole election, in the Texas Business Court established under Chapter 25A of the Texas Government Code. The Client irrevocably consents to the jurisdiction and venue of the court selected by the Firm. This section supplements, and does not limit, the disclaimers, indemnities, and liability limitations set forth elsewhere in this Agreement.
Excluded Services
The Services provided under this Agreement do not include any function, filing, or advisory service that is not expressly listed in the Selected Services section or otherwise agreed to in writing by the Firm. Certain service categories, such as cash flow forecasting, bill payment processing, accounts payable management, and outsourced CFO support, may be offered under separate engagement terms but are not included in standard bookkeeping or accounting Services unless specifically selected.
Excluded tax filings and compliance items include, without limitation, individual income tax returns (Form 1040), retirement plan filings (Form 5500), amended returns, supplemental schedules not listed in the Selected Services (such as Schedules D and E), and all international or foreign-related reporting. This includes Forms 5471, 5472, 8621, 3520, 3520-A, FBAR (FinCEN 114), FATCA disclosures (Form 8938), and Beneficial Ownership Information Reports (BOIR). These filings are excluded unless separately agreed in writing.
Assistance with IRS or state audits, regulatory inquiries, unemployment or workers’ compensation audits, or government correspondence—regardless of whether initiated before, during, or after the term of this Agreement—is excluded and shall not be provided without a separate written engagement. This applies whether or not the underlying filings were prepared by the Firm. Tax resolution services, including penalty abatement requests, installment agreements, offers in compromise, or representation before taxing authorities, are also excluded. If separately engaged, such services are billed at the Firm’s Standard Rates and may require a retainer.
Other exclusions include extended software support or training, financial projections, budgeting, loan application assistance, personal financial statements, cost or project analysis, and the preparation of compiled, reviewed, or audited financial statements. Reproduction of previously delivered records and any deliverables not expressly described in this Agreement are likewise excluded.
For the avoidance of doubt, the Firm has no obligation to perform any excluded service unless expressly agreed in writing. A request submitted by the Client—whether by email, portal, or other informal communication—does not obligate the Firm to act or expand the scope of Services. However, if the Firm elects, in its sole discretion, to respond to such a request by performing an excluded service, that assistance shall be governed by the Firm’s then-current Terms and Conditions, including its Standard Rates and any applicable retainer requirements, without the need for a formal amendment. Any such assistance shall not be construed as a waiver of exclusions or as modifying the scope of Services under this Agreement.
This list is illustrative, not exhaustive. The Client must request and receive written confirmation of any additional engagement before the Firm is obligated to perform out-of-scope work. The Firm reserves the right to identify additional services as excluded and to quote them separately.
ACCOUNTING SERVICES TERMS
This section applies to the extent that the Client has selected bookkeeping and/or accounting services under the Selected Services section. The Firm shall maintain the Client’s accounting records based exclusively on the information and documentation submitted by the Client. Such services may include importing transaction data, classifying income and expenses, reconciling bank or credit card accounts, and generating general ledger summaries or other financial reporting outputs. Where relevant, the Firm may also incorporate payroll data or other third-party information using authorized integrations or data-sharing tools. The Client acknowledges that the accuracy, timeliness, and usefulness of the Firm’s deliverables depend on the completeness and reliability of the information provided.
The Client must comply with the data submission requirements outlined in the Client Data and Submission Protocol section. If timely and complete data is not received, the Firm may, at its discretion, combine periods, issue summary-level outputs, or assess additional fees. The Firm shall have no liability for penalties, reporting gaps, or compliance consequences arising from untimely or incomplete submissions.
The Client agrees not to modify the accounting records or engage third parties to do so during the Firm’s engagement without prior written notice. Uncoordinated changes to the books, whether made by the Client or by external service providers, may result in inconsistencies or errors that compromise previously completed work. In such cases, the Firm may delay future deliverables, charge remediation fees based on its Standard Rates, or terminate the engagement. These safeguards are not intended to limit the Client’s internal management including accounts payable, accounts receivable, or payroll, provided those functions do not compromise the integrity of the general ledger.
All accounting services are performed without audit or verification procedures and are based entirely on the Client’s representations. The Firm will not be responsible for identifying misstatements, irregularities, fraud, or legal noncompliance. Financial statements prepared under this engagement are intended for internal use only, and the Firm provides no assurance as to their accuracy or completeness. The Client is solely responsible for selecting the appropriate basis of accounting, overseeing the Firm’s work, and ensuring that all management decisions and financial interpretations are made independently of the Firm. Reports will clearly state that no assurance is provided and are not intended for reliance by external parties, investors, lenders, or regulators.
Failure to provide timely information, respond to requests, or maintain adequate records may delay services or result in modified deliverables. The Firm shall not be responsible for any penalties, interest, or other consequences arising from delays caused by the Client’s nonperformance or by third-party interference.
ADVISORY SERVICES TERMS
The Firm provides strategic financial consulting services on a consulting basis. These services may include, but are not limited to, fractional CFO services, strategic advisory, financial modeling and analysis, internal budgeting and forecasting, quality of earnings assessments, and limited advisory support related to buy-side or sell-side due diligence. These services are provided by the Firm in its capacity as an independent contractor, and nothing in this Agreement shall create or imply an employment, fiduciary, agency, or officer relationship between the Firm and the Client. These services are provided solely for internal use by the Client’s management and are not, and shall not be construed as, investment advice, legal or regulatory advice, tax advice, audit services, broker-dealer activity, valuation or appraisal services, or any other service requiring licensure, registration, or certification under applicable laws or professional standards. The Firm is not a certified public accounting firm and does not provide attest, assurance, or audit services. The Firm is not acting as a fiduciary, agent, investment advisor, broker, or officer of the Client in any capacity. Any reference to the Firm or its personnel as a “CFO” or “Chief Financial Officer” is for descriptive convenience only and does not confer or imply any formal role, authority, or employment relationship.
Any insights, observations, or financial indicators provided by the Firm are illustrative in nature and intended solely to support the Client’s internal decision-making. These do not constitute valuation advice, fairness opinions, or assurance of outcome. The Firm is not responsible for determining or validating purchase price, verifying third-party representations, or ensuring the accuracy or completeness of financial or operational information used or relied upon by the Client. All decisions remain solely the responsibility of the Client. The Client is further responsible for retaining appropriate legal, tax, accounting, and compliance professionals as may be necessary to meet its obligations or evaluate its risks.
The Client affirms that all documentation, records, and information submitted to the Firm in connection with advisory services are, to the best of the Client’s knowledge, materially complete, accurate, and free from omission. The Firm is entitled to rely entirely on such submissions without independent verification, and any conclusions, recommendations, or deliverables produced by the Firm are necessarily dependent on the quality of the information supplied.
All deliverables and work product produced under this engagement are intended solely for internal use by the Client. The Firm expressly disclaims any duty, responsibility, or liability to any third party. The Client agrees not to share, distribute, rely upon, or circulate any advisory outputs, including but not limited to memos, QoE materials, reports, purchase price allocations analysis, models, dashboards, or financial summaries, without the Firm’s prior written consent. If the Firm provides services commonly referred to as quality of earnings or “QoE” analyses, such services are likewise limited to internal-use deliverables. The Client shall not include any such deliverables in offering documents, financing materials, or diligence data rooms without the Firm’s prior written approval. Any unauthorized distribution may constitute grounds for immediate termination.
The Firm may, at its discretion, recommend the engagement of third-party specialists, consultants, or service providers where such expertise is reasonably necessary to fulfill the engagement. The Client agrees to bear all reasonable fees and costs associated with third-party services that are pre-approved in writing. If the Client declines to authorize necessary resources after being notified, the Firm may terminate the engagement without further obligation. The Firm is not responsible for the conduct, omissions, or deliverables of any third-party resource and disclaims all liability arising therefrom. The Client shall be solely responsible for obtaining any additional consents, disclosures, or approvals that may be required in connection with third-party participation.
All templates, tools, data structures, processes, and proprietary methods used by the Firm remain the exclusive property of the Firm. To the extent such materials are embedded in any deliverables, the Client is granted a limited, non-transferable license to use them solely for its own internal purposes. No portion of any deliverable may be modified, rebranded, or re-used for commercial resale or external distribution without the Firm’s prior written consent.
All provisions of this Agreement, including those related to indemnification, limitation of liability, billing and fee terms, termination, and third-party use restrictions, apply fully to the Services described in this section. Nothing in this section expands the Firm’s obligations beyond those expressly agreed in writing.
TAX SERVICES TERMS
The Firm will provide the tax services outlined in the Selected Services section, which may include preparation and filing of federal, state, and local income tax returns, sales or use tax returns, business property tax filings, and information returns such as Forms 1099. The Client shall comply with the timelines set forth in the Client Data and Submission Protocol. If documentation is not received on time, the Firm may exercise any of the remedies available under this Agreement, including but not limited to repricing the engagement or declining to perform Services for that period. Late submission may also require the filing of an extension, which the Firm may file at its discretion and only if time and resource availability permit. While the Firm will make reasonable efforts to complete filings on time, it shall not be liable for any penalties, interest, missed deadlines, or other compliance consequences resulting from delays, errors, or omissions in the information provided by the Client.
The Firm will not audit, verify, or investigate the accuracy or completeness of any data submitted and is entitled to rely entirely on the information provided. The Client is solely responsible for maintaining accurate records, preparing substantiating documentation, and complying with all tax, legal, and regulatory requirements applicable to their affairs. This includes ensuring that any necessary partner or shareholder forms—such as Schedules K-1 or K-3—are prepared and delivered to the proper recipients. The Firm’s engagement is strictly limited to the preparation and filing of tax returns based on the information submitted and does not include investigative procedures, fraud detection, legal due diligence, or assurance of any kind.
To assist with tax preparation, the Firm may request that the Client complete a tax organizer, intake questionnaire, or supplemental disclosure forms. These tools are provided solely to help identify potential filing items and are not a substitute for the Client’s independent duty to understand and report their full tax and disclosure obligations. Completion of these forms does not eliminate the Client’s non-delegable duty to inform the Firm of any income, asset, transaction, or ownership that may trigger a filing requirement. The Firm will not accept tax documentation or supporting materials submitted via email, as such submissions are prone to being overlooked and do not comply with the Firm’s intake protocols; all documents must be uploaded through the designated client portal or tax questionnaire tools provided by the Firm. The Firm shall not be liable for omissions, penalties, or adjustments resulting from the Client’s failure to disclose such information, even if the matter is not specifically requested in any form or questionnaire.
The Client is solely responsible for identifying all jurisdictions in which tax filings may be required, including those related to business operations, remote personnel, pass-through interests, foreign ownership, or other multistate or international activities. The Firm will not determine or monitor filing obligations in any taxing jurisdiction. The Client further acknowledges that failure to identify or request the preparation of returns for relevant jurisdictions may result in penalties or exposure, for which the Firm bears no responsibility.
The Firm does not prepare or include any foreign, international, or cross-border tax forms—such as FinCEN Form 114 (FBAR), IRS Forms 5471, 5472, 8865, 8858, 926, 3520, 3520-A, 8621, 8938, or 8992—unless expressly agreed in writing. The Client is solely responsible for informing the Firm of any foreign interests, ownership, accounts, transactions, or gifts that may require filing. If these filings are necessary, the Firm may, at its discretion, issue a supplemental questionnaire to confirm relevant details. However, completion of such questionnaire does not guarantee inclusion in the scope of Services, which remains limited to what has been selected or explicitly confirmed in writing. The Firm may decline to proceed with an engagement where the Client fails to provide the necessary disclosures or declines to file forms deemed legally required.
If the Client discovers material new information, receives corrected documents, or becomes aware of significant changes affecting the tax return after services have begun, the Client must notify the Firm promptly. The Firm may, at its discretion, reprice the engagement or delay delivery to incorporate the updated materials. Requests for amended returns, corrections, or post-filing adjustments are outside the scope of this engagement and require a separate agreement.
Once the Firm has completed preparation of the Client’s tax returns, the Firm will provide them to the Client for review, along with any required IRS or state electronic filing authorization forms (e.g., Form 8879). No tax return will be submitted to any taxing authority without written Client approval and receipt of all required forms. The Client is urged to review all returns carefully. Approval of a return, whether by signature or affirmative authorization, constitutes the Client’s final confirmation of its completeness and accuracy. The Firm shall have no liability for any tax, penalty, interest, or dispute arising from a return approved by the Client.
The Firm may, at its discretion, issue reminders regarding estimated tax deadlines, extension cutoff dates, or material tax events. These reminders are provided as a courtesy only and do not constitute compliance advice or engagement to perform specific services or calculations. The Client is solely responsible for determining and making timely estimated tax payments unless the Firm is separately engaged, in writing, to prepare calculations. Extension requests may be filed unilaterally by the Firm to protect the Client’s filing status if data is incomplete near the deadline. However, extensions do not delay payment obligations, and the Firm disclaims any responsibility for resulting penalties or interest.
The Firm does not provide tax planning services as part of this engagement. While the Firm may occasionally offer strategic insights, observations, or suggestions during routine interactions or review sessions, such communications are not intended to constitute tax or legal advice and shall not be relied upon as such. Implementation or reliance on these discussions remains the Client’s responsibility. The Firm is not responsible for the outcomes or compliance effects of any strategies not explicitly defined, documented, and agreed upon in a separate written engagement. No advice shall be inferred from general communications, summaries, or draft material.
The Client is solely responsible for disclosing, classifying, and accurately reporting all digital asset or virtual currency transactions, including but not limited to cryptocurrencies or tokenized assets. The Firm will not independently verify the accuracy, existence, or valuation of digital asset activity. The Client acknowledges and agrees that any penalties, interest, or tax deficiencies arising from unreported, misreported, or improperly categorized digital assets are solely their responsibility.
Unless expressly agreed upon in writing, this engagement does not include representation before any taxing authority in the event of audit, notice, correspondence, inquiry, or enforcement action. Should such services be requested, the Firm may agree to provide them under a separate written agreement, which may include hourly billing, a retainer requirement, and conditions for document handling. The Firm reserves the right to decline such representation at its sole discretion.
The Client is solely responsible for retaining all records, supporting documentation, and source materials necessary to substantiate the information reflected in their tax return. The Firm does not serve as a custodian of Client records. While the Firm may retain internal workpapers or limited copies of supporting materials for documentation purposes, these are maintained for the Firm’s use only and do not fulfill the Client’s legal or regulatory recordkeeping obligations. The Firm has no obligation to provide duplicate copies after the conclusion of services unless agreed in advance. This provision shall be read in conjunction with the Firm’s Document Retention Policy as outlined in this Agreement.
The Client is responsible for downloading and saving all tax returns, schedules, or forms delivered through the Firm’s secure portal, email, or signature platform. Continued access to these systems is not guaranteed after the engagement ends. The Firm is not responsible for any penalties, disputes, or liabilities arising from the Client’s failure to preserve required documentation.
Where the Firm identifies that a requested tax position is materially unsupported, omits legally required disclosures, or violates professional standards, it may decline to file the return or withdraw from the engagement entirely. In such instances, the Client remains liable for all Services rendered and for any outstanding fees, costs, or third-party expenses incurred through the date of withdrawal. Deliverables may be withheld until payment is received.
Certain responsibilities, limitations, and protections in this section may also appear elsewhere in this Agreement. These provisions are intended to operate collectively, not in isolation. In the event of any overlap or inconsistency, the terms shall be interpreted together and construed to uphold the Firm’s protective intent and the full scope of its engagement terms.
ADDITIONAL SERVICES TERMS
The Services described in this section are optional and modular. Engagement for one Service does not imply engagement for any other. These Services require separate election in the Selected Services section or confirmation through a written engagement. Each is governed by its own scope, billing terms, and exclusions. These provisions shall be read consistently with the Terms and Conditions of this Agreement and do not expand the Firm’s obligations beyond those expressly agreed.
Sales and Use Tax
Where this Service is selected or incorporated into the Selected Services section, the Firm will prepare and submit the Client’s sales and use tax returns— including liquor tax filings where applicable—based solely on information provided by the Client. The Firm will not audit, verify, or assess the completeness, accuracy, or sufficiency of this data for filing purposes.
The Client is solely responsible for identifying all jurisdictions in which sales or use tax filings are required and for determining the taxability of any transactions. The Firm does not assess nexus, registration requirements, or state-specific thresholds unless separately and explicitly engaged to do so. The Firm will rely entirely on the jurisdictions and filing parameters communicated by the Client.
The Client must provide all necessary filing data by the 5th calendar day of each reporting month. Sales and use tax returns are generally due on either the 20th or the last day of the month, depending on the requirements of the applicable taxing authority. If complete and accurate information is not received by the 5th, the Firm may be unable to file or remit by the due date. In such cases, the Firm shall have no obligation to proceed, and the engagement will be deemed complete as of the statutory deadline. The Client remains solely responsible for any penalties, interest, or compliance consequences that result.
The Firm may schedule and initiate electronic funds transfers (EFTs) using a Client-authorized account to remit payment. Based solely on the information provided, the Firm will notify the Client in writing of the amount and scheduled remittance date. Unless the Client objects in writing within one (1) business day of such notice, the Firm is fully authorized to file the return and initiate payment without further approval, regardless of the statutory filing deadline. The Client is solely responsible for ensuring adequate funds are available. If payment is declined, returned, or rejected for any reason, the Firm’s responsibility for that period shall be deemed fully satisfied upon delivery of the return and payment notice.
Additional fees may apply for late coordination, return resubmission, or post-deadline payment facilitation, and will be billed at the Firm’s Standard Rates.
The Client agrees to indemnify, defend, and hold harmless the Firm and its affiliates from any claims, penalties, interest, or liabilities arising from inaccurate data, missed deadlines, insufficient funds, or failure to communicate filing changes.
Business Property Tax Return
Where this Service is selected or incorporated into the Selected Services section, the Firm shall prepare one (1) annual tangible personal property tax return for a single business entity at a single business location. The Firm shall not be responsible for determining where such returns are required to be filed. It is solely the Client’s responsibility to identify applicable jurisdictions and ensure the appropriate Services are selected.
The Firm will not prepare or submit returns for locations not listed in the engagement. Additional fees may apply for each extra location. If the required information is not provided in advance of the applicable deadline, the Firm has no obligation to file, and the engagement will be deemed complete as of the original due date.
Local Business Tax Return
Where this Service is selected or incorporated into the Selected Services section, the Firm shall prepare one (1) annual local business tax return per entity, limited to the jurisdictions—such as county or municipal—explicitly covered by the engagement. The Firm shall not be responsible for determining where such filings are required. It is solely the Client’s responsibility to identify applicable jurisdictions and ensure the appropriate Services are selected.
The Firm will not prepare or submit returns for jurisdictions not listed. Additional fees may apply for each extra location. If the required information is not provided in advance of the applicable deadline, the Firm has no obligation to file, and the engagement will be deemed complete as of the original due date.
Payroll Support
Where this Service is selected or incorporated into the Selected Services section, this Service provides limited administrative support to assist the Client in the use and basic integration of approved payroll software platforms, such as Gusto or QuickBooks Online Payroll. The Firm does not provide full-service payroll and shall not be considered a payroll provider. The Client remains solely responsible for all payroll-related legal, tax, and compliance obligations.
This Service may include assistance with initiating payroll runs upon request, entering employee data as directed by the Client, and facilitating payroll system alignment with QuickBooks Online. The Firm may also forward platform-generated notices or alerts to the Client as a courtesy. The Firm does not verify payroll data, tax configurations, employee classifications, or filing deadlines and does not respond to tax notices or interact with payroll tax agencies on the Client’s behalf.
This Service does not apply where the Client has engaged a full-service payroll partner such as Whirks. In such cases, payroll administration, tax filings, and compliance matters are handled entirely by the payroll provider without involvement from the Firm.
The Client bears sole responsibility for the accuracy, completeness, and timeliness of all payroll-related information, including employee setup, compensation terms, onboarding, benefits, and regulatory compliance. The Firm is not liable for penalties, misstatements, or compliance failures arising from incorrect inputs, software limitations, or actions taken by the Client or third-party vendors.
A one-time implementation or cleanup fee may apply for system setup or historical adjustments. Ongoing fees for this Service are based on employee headcount and support complexity, and are detailed in the Selected Services section or confirmed separately in writing. The Firm reserves the right to adjust fees if the scope of payroll support materially changes.
Tax Elections and Strategic Filings
Where this Service is selected or incorporated into the Selected Services section, this Service includes limited, one-time assistance with federal or state tax elections, entity-level filings, or implementation tools, such as S-Corporation elections (Form 2553), late election relief requests, reasonable compensation analyses, Accountable Plan templates, or similar strategic actions. The Firm’s role is limited to preparing or delivering forms, documentation, or guidance based solely on information provided by the Client.
Fees may be charged on a per-project basis or under the Firm’s Standard Rates, as outlined in the Terms and Conditions and confirmed in writing prior to commencement.
This Service does not establish any ongoing advisory, compliance, or monitoring obligations. The Client is solely responsible for the implementation, operation, and legal compliance of any election or template provided by the Firm, including all filings, documentation, and continuing use required to maintain validity under applicable law. This Service is governed by the Tax Services Terms and the general Terms and Conditions of this Agreement.
IRS Notice & Response Services
Where this prepaid Service is selected or incorporated into the Selected Services section, the Firm will provide limited post-filing support for routine written notices issued by the Internal Revenue Service in connection with a return prepared by the Firm for the specific tax year covered. The Service is limited to administrative review and factual responses to notices such as CP14 or CP2000 that do not involve contested positions, enforcement actions, or legal advocacy. Where applicable, and solely at the Firm’s discretion, the Service may include a one-time submission of a First-Time Abatement request for eligible penalties.
This Service does not include any of the following: (i) assistance with state-level notices or inquiries; (ii) requests for penalty relief based on reasonable cause or hardship; (iii) appeal filings or negotiations with IRS personnel; (iv) any form of audit representation, including correspondence, office, or field audits; (v) legal argumentation, interpretation of substantive tax law, or defense of tax positions; or (vi) any tax year not expressly included in the prepaid enrollment, or any return not prepared by the Firm.
If a notice falls outside the scope of this Service, the Firm may offer continued support under a separate engagement for Tax Resolution Services, subject to then-current Standard Rates and any required retainer. If the overall engagement with the Firm terminates, this Service shall remain in effect for six (6) months following termination, after which no further obligation to respond shall exist absent a separate engagement.
Tax Resolution Services
Where this Service is selected or incorporated into the Selected Services section, the Firm may assist with procedural responses to IRS enforcement matters identified in the Selected Services section, and only for the tax year(s), form(s), and period(s) specifically covered by the engagement. Support may include responses to notices involving penalties or liabilities, reasonable cause abatement requests, submission of IRS Forms 2848 or 8821, and authorized communications with tax authorities as permitted under Circular 230. Engagement does not extend beyond administrative or procedural advocacy.
This Service does not include: (i) audit representation or defense in any form; (ii) support for state-level enforcement or collections matters; (iii) preparation of amended returns; (iv) legal advice or the provision of any legal opinion; or (v) litigation support or assistance in judicial proceedings. Services are strictly limited to non-audit federal tax controversies addressable by written correspondence and procedural advocacy.
The Firm may recommend the involvement of outside legal, technical, or other professionals to support the resolution of a matter. Any such professionals shall be treated as third-party consultants, and their fees and related expenses shall be reimbursable by the Client. Unless separately engaged by the Client, such consultants shall be entitled to the same indemnities, liability protections, and limitations afforded to the Firm under this Agreement. If the Client declines to authorize such assistance or refuses to proceed with the recommended course of action, the Firm may immediately withdraw from the engagement without further obligation.
The Firm makes no guarantees as to outcome or timeline and is not liable for any penalties or consequences arising from the Client’s delay, noncompliance, or refusal to follow guidance. The Firm may terminate this Service at any time, with or without for cause, at its sole discretion.
Amended Return Preparation
Where this Service is selected or incorporated into the Selected Services section, the Firm may prepare amended federal or state income tax returns, including Forms 1040-X or 1120-X, to correct errors or reflect changes to previously filed returns. This Service is excluded from all other engagements and must be separately scoped, authorized, and billed in accordance with the Firm’s Standard Rates or other written terms.
The Firm’s role is limited to preparation and filing of the amended return based on Client-provided documentation. The Firm does not investigate or validate the basis for amendment unless separately engaged. Any advisory input regarding whether, when, or how to amend must be separately requested and approved.
The Client is solely responsible for furnishing accurate and timely documentation. The Firm is not liable for any penalties, enforcement actions, or adverse outcomes resulting from the original return, underlying omissions, or delays in providing supporting data. The Firm may decline to prepare an amended return where the basis is incomplete, unsupported, or lacks procedural remedy.
Forms 1099 Information Return Services
Where this Service is selected or incorporated into the Selected Services section, the Firm shall prepare annual information returns on IRS Forms 1099, including but not limited to Forms 1099-NEC and 1099-MISC, for payments made by the Client in the ordinary course of trade or business. The Firm shall rely exclusively on summary data and payee information submitted by the Client and shall not audit, verify, or independently assess the completeness or accuracy of such data.
The Client is solely responsible for identifying all required recipients and ensuring compliance with IRS thresholds, classifications, and reporting obligations. While the Firm may, upon request, assist with recipient classification, such assistance shall not constitute legal advice or a determination of reporting necessity. The Client must submit all required data, including payee names, addresses, taxpayer identification numbers, and payment summaries, no later than January 10 of each calendar year. If complete and accurate information is not received by this date, the Firm shall have no obligation to prepare the forms, and the engagement shall be deemed satisfied with respect to this Service.
Forms must be issued to recipients and submitted to the IRS no later than January 31, unless a different statutory deadline applies. The Firm shall not be responsible for any penalties, interest, or compliance failures arising from delays, omissions, or errors in the Client’s data. The Client agrees to indemnify and hold harmless the Firm from any liabilities or damages, including those assessed by tax authorities or incurred by third parties, due to late, inaccurate, or incomplete filings.
Where electronic filing is applicable, the Firm may submit the returns electronically upon the Client’s written authorization. The Client agrees to review all draft forms and confirm their accuracy before submission. Once the Firm delivers the finalized forms or submits them electronically, the Service shall be deemed complete. Additional fees may apply for corrections, re-filings, or other post-submission services required due to deficiencies in the Client-provided data.
Foreign Reporting and Compliance Terms
Unless explicitly selected in the Selected Services section or authorized in a separate written agreement, the Firm has no obligation to prepare, file, or advise on any international or foreign-related tax filings or disclosures. This includes, without limitation, FinCEN Form 114 (FBAR); IRS Forms 8938, 5471, 5472, 8865, 8858, 3520, 3520-A, 8621, 926, 8992, 1116; and any related informational filings for foreign trusts, entities, pensions, digital assets, or accounts. The Client acknowledges that determining whether such filings are required is solely their legal responsibility and is not delegated to the Firm.
Where this Service is selected or incorporated into the Selected Services section, the Firm will prepare applicable foreign disclosure forms strictly based on data provided by the Client, without legal analysis, threshold evaluation, or retrospective review. The Firm does not provide legal or tax advice, and no portion of this Service constitutes representation before the IRS, FinCEN, or any regulatory authority unless separately agreed in writing.
If engaged, the Service may include preparation of:
– Individual Asset Reports (e.g., FBAR, Form 8938)
– Foreign Entity Reports (e.g., Forms 5471, 5472, 8865, 8858)
– Trusts and Gifts (e.g., Forms 3520, 3520-A)
– Advanced Filings (e.g., Forms 8621, 8992, GILTI-related schedules)
The Client shall comply with the timelines set forth in the Client Data and Submission Protocol section. If information is late, incomplete, or inaccurate, the Firm may be unable to file the forms and disclaims all responsibility for resulting penalties, interest, enforcement actions, passport revocation, or immigration consequences.
The Firm may recommend the involvement of outside legal, technical, or regulatory professionals to assist with foreign reporting matters. Any such professionals shall be treated as third-party consultants, and their fees and related expenses shall be reimbursable by the Client. Unless separately engaged by the Client, such consultants shall be entitled to the same indemnities, liability protections, and limitations afforded to the Firm under this Agreement. If the Client declines to authorize such assistance, or refuses to proceed with the recommended course of action, the Firm may immediately withdraw from the engagement without further obligation.
The Client bears sole responsibility for maintaining records that substantiate all disclosures. The Firm is not responsible for verifying, auditing, or reconciling such data. The Client agrees to indemnify and hold harmless the Firm and its affiliates from any liability, penalty, or enforcement matter arising from reporting deficiencies, including omissions, non-filing, misclassifications, or audit outcomes, regardless of the engagement scope.
This section shall prevail over any conflicting term elsewhere in this Agreement to the extent it imposes narrower duties or stricter limitations on the Firm.
