Terms & Conditions

 

 

BG Tax & Accounting Services LLP

 

 

Terms and Conditions Addendum

 

 

This addendum to the engagement letter describes our standard terms and conditions (“Terms and

 

 

Conditions Addendum”) related to our provision of services to you. This addendum, and the

 

 

accompanying engagement letter, comprise your agreement with us (“Agreement”). If there is any

 

 

inconsistency between the engagement letter and this Terms and Conditions Addendum, the

 

 

engagement letter will prevail.

 

 

For the purposes of this Terms and Conditions Addendum, any reference to “firm,” “we,” “us,” or

 

 

“our” is a reference to [CPA Firm], and any reference to “you,” or “your” is a reference to the

 

 

party or parties that have engaged us to provide services.

 

 

Billing and Payment Terms

 

 

If our Agreement requires a retainer upon execution, you agree that the retainer will be earned as

 

 

our professional time to complete the engagement is incurred. The retainer will be applied to the

 

 

final billing, and any unused balance will be refunded at the end of the engagement.

 

 

We will bill you for our professional fees and out-of-pocket costs. Payment is due within 7 days

 

 

of the date on the billing statement. If payment is not received by the due date, you will be assessed

 

 

interest charges of 10% per month on the unpaid balance. You have thirty (30) days from the

 

 

invoice date to review the invoice and to communicate to us, in writing, any disagreement with the

 

 

charges, after which you waive the right to contest the invoice.

 

 

All outstanding invoices must be paid prior to the release of the work-product(s) specified in the

 

 

Agreement.

 

 

We reserve the right to suspend or terminate our work for non-payment of fees. In the event that

 

 

work is discontinued, either temporarily or permanently, as a result of delinquent or non-payment,

 

 

we shall not be liable for any loss you may incur as a result of the work stoppage, including

 

 

penalties, interest, fines or fees assessed against you. In such cases, you assume all risk associated

 

 

with your failure to meet any governmental or other deadlines.

 

 

Termination and Withdrawal

 

 

Either party may terminate this Agreement at any time and for any reason.

 

 

If this Agreement is terminated before services are completed, you agree to pay all fees and

 

 

expenses we incur through the effective date of termination.

 

 

Proprietary Information

 

 

You acknowledge that proprietary information, documents, materials, management techniques and

 

 

other intellectual property are a material source of the services we perform and were developed

 

 

prior to our association with you. Any new forms, software, documents or intellectual property we

 

 

develop during this engagement for your use shall belong to us, and you shall have the limited

 

 

right to use them solely within your business. All reports, templates, manuals, forms, checklists,

 

 

questionnaires, letters, agreements and other documents which we make available to you are

 

 

confidential and proprietary to us. Neither you, nor any of your agents, will copy, electronically

 

 

store, reproduce or make available to anyone other than your personnel, any such documents. This

 

 

provision will apply to all materials whether in digital, “hard copy” format or other medium.

 

 

Conflicts of Interest

 

 

If we, in our sole discretion, believe a conflict of interest has arisen affecting our ability to deliver

 

 

services to you in accordance with either the ethical standards of our firm or the ethical standards

 

 

of our profession, we may be required to terminate our services without issuing our work product.

 

 

Portals

 

 

We will utilize TaxDome, a collaborative, virtual workspace in a protected, online environment.

 

 

TaxDome permits real-time collaboration across geographic boundaries and time zones and allows

 

 

us and you to share data, engagement information, and deliverables in a protected environment. In

 

 

order to use TaxDome, you may be required by the provider of TaxDome to execute a portal

 

 

agreement and agree to be bound by the terms, conditions and limitations of such agreement.

 

 

We are not a host for any of your information. You are responsible for maintaining your own copy

 

 

of this information. We do not provide back-up services for any of your data or records, including

 

 

information we provide to you. Portals are utilized solely as a method of transferring data and are

 

 

not intended for the storage of your information. Information on a portal may be deleted by us with

 

 

or without notice to you.

 

 

If you decide to transmit your confidential information to us in a manner other than TaxDome, you

 

 

accept responsibility for any and all unauthorized access to your confidential information. If you

 

 

request that we transmit confidential information to you in a manner other than TaxDome, you

 

 

agree that we are not responsible for any liability, including but not limited to, (a) any loss or

 

 

damage of any nature, whether direct or indirect, that may arise as a result of our sending

 

 

confidential information in a manner other than a secure portal, and (b) any loss arising as a result

 

 

of any virus being passed on or with, or arising from any alteration of, any email message.

 

 

Third-Party Service Providers or Subcontractors1

 

 

We may use third-party service providers, subcontractors, commercially-available artificial

 

 

intelligence, or software tools, some of which may utilize or offer artificial intelligence capabilities

 

 

(collectively, “external party” or “external parties”), to assist us where necessary to help provide

 

 

professional services to you or support the needs of our firm. You consent to our use of external

 

 

parties. Our firm remains responsible for exercising reasonable care in providing our services, and

 

 

our services and work product will be subjected to our firm's customary quality procedures.

 

 

We may provide your confidential information to external parties in support of our services. You

 

 

consent to the disclosure of your confidential information to those external parties. We take

 

 

reasonably prudent business care consistent with our professional standards to prevent the

 

 

unauthorized release of your confidential information.

 

 

In certain circumstances, we may require a separate, written consent from you before your

 

 

information is transmitted to an external party or parties.2

 

 

Records Management

 

 

Record Retention and Ownership

 

 

We will return any original records and documents you provide to us. Our copies of your records

 

 

and documents are solely for our documentation purposes and are not a substitute for your own

 

 

record-keeping obligations under any applicable laws or regulations. You are responsible for

 

 

maintaining complete and accurate books and records, which may include financial statements,

 

 

schedules, tax returns and other deliverables provided to you by us. If we provide deliverables or

 

 

other records to you via an information portal, you must download this information within [X]

 

 

days. Professional standards may preclude us from being the sole repository of your original data,

 

 

records, or information.

 

 

Workpapers and other items created by us to support the delivery of our services are our property

 

 

and will remain in our control. We will consider requests for copies of workpapers and other items

 

 

created by us in accordance with the AICPA Code of Professional Conduct. Our workpapers will

 

 

be maintained by us in accordance with our firm’s record retention policy and any applicable legal

 

 

and regulatory requirements.

 

 

Our firm destroys workpaper files after a period of 7 years. Catastrophic events or physical

 

 

deterioration may result in damage to or destruction of our firm’s records, causing the records to

 

 

be unavailable before the expiration of the retention period, as stated in our record retention policy.

 

 

Working Paper Access Requests by Regulators and Others

 

 

State, federal and foreign regulators may request access to or copies of certain workpapers pursuant

 

 

to applicable legal or regulatory requirements. Requests also may arise with respect to peer review,

 

 

an ethics investigation, the sale of your organization, or the sale of our accounting practice. If

 

 

requested, access to such workpapers will only be provided under the supervision of firm

 

 

personnel. Regulators may request copies of selected workpapers to distribute the copies or

 

 

information contained therein to others, including other governmental agencies.

 

 

If we receive a state, federal or foreign regulatory request, we agree to inform you of it as soon as

 

 

practicable unless we are prohibited from doing so by applicable laws or regulations. You may,

 

 

within the time permitted for our firm to respond to any request, initiate such legal action as you

 

 

deem appropriate, at your sole expense, to attempt to limit the disclosure of information. If you

 

 

take no action within the time permitted for us to respond, or if your action does not result in a

 

 

judicial order protecting us from supplying requested information, we may construe your inaction

 

 

or failure as consent to comply with the request.

 

 

If we are not a party to the proceeding in which the information is sought, you agree to reimburse

 

 

us for our professional time and expenses, as well as the fees and expenses of our legal counsel,

 

 

incurred in responding to such requests.

 

 

Summons or Subpoenas All information you provide to us in connection with this engagement

 

 

will be maintained by us on a confidential basis.

 

 

If we receive a summons or subpoena which our legal counsel determines requires us to produce

 

 

documents from this engagement or testify about this engagement, provided that we are not

 

 

prohibited from doing so by applicable laws or regulations, we agree to inform you of such

 

 

summons or subpoena as soon as practicable. You may, within the time permitted for our firm to

 

 

respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to

 

 

attempt to limit discovery. If you take no action within the time permitted for us to respond, or if

 

 

your action does not result in a judicial order protecting us from supplying requested information,

 

 

we may construe your inaction or failure as consent to comply with the request.

 

 

If we are not a party to the proceeding in which the information is sought, you agree to reimburse

 

 

us for our professional time and expenses, as well as the fees and expenses of our legal counsel,

 

 

incurred in responding to such requests.

 

 

Confidentiality

 

 

In providing services to you, we may require information that is considered confidential and may

 

 

include Personally Identifiable Information (PII), i.e. information that can be used to distinguish

 

 

or trace an individual’s’ identity such as address, bank account and social security information.

 

 

We will maintain all client information, including PII, on a confidential basis and have a duty to

 

 

do so based on the standards promulgated by the American Institute of Certified Public

 

 

Accountants as well as applicable laws and regulations. You assume the risk of loss if you provide

 

 

us with information, including PII, which differs from the information we request in order to

 

 

provide services to you in accordance with the Agreement.

 

 

Referrals

 

 

In the course of providing services to you, you may request referrals to products or professionals

 

 

such as attorneys, brokers, or investment advisors. As a courtesy, we may identify professional(s)

 

 

or product(s) for your consideration. However, you are responsible for evaluating, selecting, and

 

 

retaining any professional or product and determining if the professional or product meets your

 

 

needs. You agree that we will not oversee the activities of and have no responsibility for the work

 

 

product of any professional or suitability of any product we refer to you or that you separately

 

 

retain.

 

 

Limitations on Oral and Email Communications

 

 

We may discuss with you our views regarding the treatment of certain items or decisions you may

 

 

encounter. We may also provide you with information in an email. Any advice or information

 

 

delivered orally or in an email (rather than, for example, through a memorandum delivered as an

 

 

email attachment that is a deliverable of a separate engagement) will be based upon limited

 

 

research and a limited discussion and analysis of the underlying facts. Additional research or a

 

 

more complete review of the facts may affect our analysis and conclusions.

 

 

Due to these limitations and the related risks, it may not be appropriate to proceed with a decision

 

 

solely on the basis of any oral or email communication from us. You accept all responsibility for

 

 

any liability, including but not limited to additional tax, penalties or interest resulting from your

 

 

decision (i) not to have us perform the research and analysis necessary to reach a more definitive

 

 

conclusion and (ii) to instead rely on an oral or email communication. The limitation in this

 

 

paragraph will not apply to an item of written advice that is a deliverable of a separate engagement.

 

 

If you wish to engage us to provide formal advice on a matter on which we have communicated

 

 

orally or by email, we will confirm this service in a separate agreement.

 

 

Brokerage or Investment Advisory Statements or Digital Asset Tax Return Information

 

 

If you provide our firm with copies of brokerage or investment advisor statements, or digital asset

 

 

tax return information, we will use the information solely for the purpose described in the

 

 

Engagement Objective and Scope section of this Agreement. We will not monitor transactions,

 

 

investment activity, provide investment advice, or supervise the actions of the entity or individuals

 

 

entering into transactions or investment activities on your behalf.

 

 

Disclaimer of Legal and Investment Advice

 

 

Our services under this Agreement do not constitute investment advice unless specifically engaged

 

 

in the Engagement Objective and Scope section of this Agreement. Our services under this

 

 

Agreement do not constitute legal advice.

 

 

Electronic Data Communication and Storage

 

 

In the interest of facilitating our services to you, we may send data over the Internet, temporarily

 

 

store electronic data via computer software applications hosted remotely on the Internet, or utilize

 

 

cloud-based storage. In using these data communication and storage methods, our firm employs

 

 

measures designed to maintain data security. We use reasonable efforts to keep such

 

 

communications and electronic data secure in accordance with our obligations under applicable

 

 

laws, regulations, and professional standards.

 

 

You recognize and accept that we have no control over the unauthorized interception or breach of

 

 

any communications or electronic data once it has been transmitted or if it has been subject to

 

 

unauthorized access while stored, notwithstanding all reasonable security measures employed by

 

 

us. You consent to our use of these electronic devices and applications during this engagement.

 

 

Marketing and Educational Communications

 

 

If we send you newsletters, updates, explanations of technical developments or similar

 

 

communications, it is strictly for marketing or general educational purposes and should not be

 

 

construed as professional advice on which you may rely. These communications, by themselves,

 

 

do not create a contractual relationship between us and you, a binding obligation for us to provide

 

 

services to you, nor a requirement on our part to monitor issues for you.

 

 

Federally Authorized Practitioner – Client Privilege

 

 

Internal Revenue Code §7525, Confidentiality Privileges Related to Taxpayer Communication,

 

 

provides a limited confidentiality privilege applying to tax advice in taxpayer communications

 

 

with federally authorized tax practitioners in certain limited situations.

 

 

While we will cooperate with you with respect to the privilege, asserting the privilege is your

 

 

responsibility.

 

 

Mediation

 

 

If a dispute arises out of or relates to this Agreement, including the scope of services contained

 

 

herein, or the breach thereof, and it cannot be settled through negotiation, the parties agree first to

 

 

try to settle the dispute by mediation administered by the American Arbitration Association

 

 

(“AAA”) under the AAA Accounting and Related Services Arbitration Rules and Mediation

 

 

Procedures before resorting to arbitration, litigation, or any other dispute resolution procedure.

 

 

The mediator will be selected by mutual agreement of the parties. If the parties cannot agree on a

 

 

mediator, a mediator shall be designated by the AAA. The mediation will be conducted in [State

 

 

Name].

 

 

The mediation will be treated as a settlement discussion and, therefore, all discussions during the

 

 

mediation will be confidential. The mediator may not testify for either party in any later proceeding

 

 

related to the dispute. No recording or transcript shall be made of the mediation proceedings. The

 

 

costs of any mediation proceedings shall be shared equally by all parties. Any costs of legal

 

 

representation shall be borne by the hiring party.

 

 

This provision shall not apply to any dispute of fees owed, billed or due.

 

 

Limitation of Liability

 

 

OUR FIRM AND OUR FIRM’S OWNERS, OFFICERS, DIRECTORS, EMPLOYEES,

 

 

AGENTS OR ASSIGNS (COLLECTIVELY “STAKEHOLDERS”) LIABILITY FOR ALL

 

 

CLAIMS, DAMAGES, AND COSTS ARISING FROM NEGLIGENT ACTS, ERRORS, OR

 

 

OMISSIONS COMMITTED BY US IN THE PERFORMANCE OF THIS ENGAGEMENT

 

 

IS LIMITED TO 1 TIMES THE TOTAL AMOUNT OF FEES PAID BY YOU TO US FOR

 

 

THE SERVICE GIVING RISE TO THIS LIABILITY.

 

 

Limitation of Damages

 

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WE

 

 

AND STAKEHOLDERS SHALL NOT BE LIABLE FOR ANY LOST PROFITS,

 

 

INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR

 

 

DAMAGES, TO THE EXTENT SUCH DAMAGES MAY BE LAWFULLY LIMITED OR

 

 

EXCLUDED, OF ANY NATURE EVEN IF WE HAVE BEEN ADVISED BY YOU OF THE

 

 

POSSIBILITY OF SUCH DAMAGES.

 

 

You agree to indemnify, defend, and hold harmless our firm and Stakeholders with respect to any

 

 

and all claims made by third parties arising from this engagement, regardless of the nature of the

 

 

claim, and including the negligence of any party, excepting claims found to have arisen from the

 

 

gross negligence or intentional acts of our firm.

 

 

Designation of Venue and Jurisdiction

 

 

In the event of a dispute, the courts of the state of [State Name] shall have exclusive jurisdiction,

 

 

and all disputes will be submitted to the [Name of State or Federal Court Desired]. We also agree

 

 

that the law of the state of California, except for laws governing the choice of law, shall govern all

 

 

such disputes.

 

 

Timing for Disputes

 

 

You agree that any claim arising out of this Agreement shall be commenced within [X] year(s)

 

 

from the date our services conclude as outlined in the Timing of the Engagement section of the

 

 

Agreement, regardless of any longer period of time for commencing such claim as may be set by

 

 

law. A claim is understood to be a demand for money or services, the service of a suit, or the

 

 

institution of arbitration proceedings against us.

 

 

Independent Contractor

 

 

When providing services to your company, we will function as an independent contractor and in

 

 

no event will we or any of our employees be an officer of you, nor will our relationship be that of

 

 

joint venturers, partners, employer and employee, principal and agent, or any similar relationship

 

 

giving rise to a fiduciary duty to you.

 

 

Our obligations under this Agreement are solely obligations of our firm, and no Stakeholder shall

 

 

be subjected to any personal liability whatsoever to you or any person or entity.

 

 

Severability

 

 

If any portion of this Agreement is deemed invalid or unenforceable, said finding shall not operate

 

 

to invalidate the remainder of the terms set forth in this Agreement.

 

 

Survivability

 

 

The following sections of this Terms and Conditions Addendum shall survive termination of the

 

 

Agreement: Limitation of Liability, Limitation of Damages, Indemnification, and Timing for

 

 

Disputes.

 

 

Assignment, No Third Party Beneficiaries

 

 

All parties acknowledge and agree that the obligations and responsibilities of this Agreement

 

 

cannot be assigned to any third party except as agreed to in writing. This Agreement has been

 

 

entered into solely between you and us, and no third-party beneficiaries are created hereby.

 

 

Force Majeure

 

 

Neither party shall be held liable for any delays resulting from circumstances or causes beyond

 

 

our reasonable control, including, without limitation, fire or other casualty, act of God, strike or

 

 

labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease

 

 

Control and Prevention, or any law, order or requirement of any governmental agency or authority.

 

 

However, no Force Majeure event shall excuse you of any obligation to pay any outstanding

 

 

invoice or fee or from any indemnification obligation under this Agreement.

 

 

Electronic Signatures and Counterparts

 

 

Each party hereto agrees that any electronic signature intended to replicate a written signature shall

 

 

be presumed valid, and we may reasonably rely upon it. For purposes hereof, “electronic signature”

 

 

includes, but is not limited to, a scanned copy of a manual signature, an electronic copy of a manual

 

 

signature affixed to a document, a signature incorporated into a document utilizing touchscreen

 

 

capabilities, or a digital signature. Documents may be executed in one or more counterparts, each

 

 

of which shall be considered an original instrument, but all of which shall be considered one and

 

 

the same agreement.

 

 

Entire Agreement

 

 

This Agreement, including this Terms and Conditions Addendum, represents the entire agreement

 

 

of the parties and supersedes all previous oral, written or other understandings and agreements

 

 

between the parties. Any modification to the terms of this Agreement must be made in writing and

 

 

signed by both parties.