This addendum to the engagement letter describes our standard terms and conditions (“Terms and Conditions”) 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 to the extent of the inconsistency.
For this Terms and Conditions Addendum, any reference to “firm,” “we,” “us,” or “our” is a reference to LFG Accounting Services, LLC. and/or LFG Accounting, and any reference to “you” refers to the party or parties that have engaged us to provide services. References to “Agreement” mean the engagement letter or other written document describing the scope of services, any other attachments incorporated therein, and this Terms and Conditions Addendum.
Our firm’s practice, for certain professional services, requires payment of the retainer upon executing this Agreement. You agree that, if applicable per specific Engagement Letter, 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.
For most services, we will bill you for our professional fees and out-of-pocket costs immediately before delivering a final product or service or as a milestone billing. Payment is due immediately on the date of the billing statement. All billing statements are in electronic format only. If payment is not received within 30 calendar days from the due date, you will be assessed interest charges of 10% per month on the unpaid balance.
We reserve the right to suspend or terminate our work for non-payment of fees. If our work is
suspended or terminated, you agree that we will not be responsible for your failure to meet governmental and other deadlines, for any penalties or interest that may be assessed against you resulting from your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred as a result of the suspension or termination of our services.
To facilitate our services, we may send data over the Internet, store electronic data via computer software applications hosted remotely on the Internet, or utilize cloud-based storage. Your confidential electronic data may be transmitted or stored using these methods. We may use third-party service providers, such as tax return preparation software, to store or share this data. Using these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to secure such communications and electronic data in accordance with our obligations under applicable laws, regulations, and professional standards. We require our third-party vendors to do the same.
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 ubject to unauthorized access while stored, notwithstanding all reasonable security measures employed by our third-party vendors or us. You consent to using these electronic devices and applications and submitting confidential client information to third-party service providers during this engagement.
To enhance our services to you, we will utilize LFG Accounting’s Client Portal, a collaborative, virtual workspace in a protected, online environment. LFG Accounting Client Portal allows us to collaborate in real-time c across geographic boundaries and time zones. It enables LFG Accounting and you to share data, engagement information, knowledge, and deliverables in a protected environment. To use LFG Accounting Client Portal, you will be required, upon registration, to execute a client portal agreement and agree to be bound by the terms, conditions, and limitations of such agreement.
You agree that we have no responsibility for the activities of LFG Accounting Client Portal and agree to indemnify and hold us harmless concerning any claims arising from or related to the operation of LFG Accounting Client Portal. While LFG Accounting Client Portal backs up your files to a third-party server, we recommend that you also maintain your own backup files of these records.
Suppose you decide to transmit your confidential information to us in a manner other than a secure portal. In that case, you accept responsibility for all unauthorized access to your confidential information. Suppose you request that we transmit confidential information to you in a manner other than a secure portal. In that case, you agree that we are not responsible for (a) any loss or damage of any nature, whether direct or indirect, that may arise because of our sending confidential information in a manner other than a secure portal and (b) any damages arising because of any virus being passed on or with, or arising from any alteration of, any email message.
In the interest of enhancing our availability to meet your professional service needs while maintaining service quality and timeliness, we may use a third-party service provider to assist us in providing services to you, including receipt of your confidential information. This provider has established procedures and controls designed to protect client confidentiality and maintain data security. As the paid provider of professional services, our firm remains responsible for exercising reasonable care in providing such
services, and our work product will be subjected to our firm’s customary quality control procedures.
By accepting the terms and conditions of our engagement, you are providing your consent and authorization to disclose your confidential information to a third-party service provider if such disclosure is necessary to deliver professional service or provide support services to our firm.
When providing services to your company, we will be functioning 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.
Record Retention and Ownership
We will return all your original records and documents after the engagement. Your records are the primary records for your operations and comprise the backup and support for your work product. Our copies of your records and documents are not a substitute for your records and do not mitigate your record retention obligations under applicable laws or regulations. Working documents and other documents we created are our property and will remain in our control. Copies will not be distributed without your written request and prior written consent. We will maintain
our working documents by our firm’s record retention policy and any applicable legal and regulatory requirements. A copy of our record retention policy is available upon a written request submitted via regular mail to our registered office.Our firm destroys working document files after a period of 7 years. Catastrophic events or physical deterioration may damage or destroy 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 Documents Access Requests by Regulators and Others
State, federal, and foreign regulators may request access to or copies of certain working documents according to legal or regulatory requirements. Requests also may arise concerning peer review, an ethics investigation, or the sale of our accounting practice. If requested, access to such working documents will be provided under the supervision of firm personnel. Regulators may request copies of selected working documents to distribute the copies or information contained therein to others, including other governmental agencies.
Suppose we receive a request for copies of selected working documents. In that case, if we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable. Within the time permitted for our firm to respond to any request, you may 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.
Suppose we are not a party to the proceeding in which the information is sought. In that case, you agree to reimburse us for our professional time and expenses, as well as the fees and costs of our legal counsel, incurred in responding to such requests. This paragraph will survive the termination of this Agreement.
Summons or Subpoenas
We will maintain all information you provide to us in connection with this engagement on a strictly confidential basis.
Suppose we receive a summons or subpoena that our legal counsel determines requires us to produce documents from this engagement or testify about this engagement if we are not prohibited from doing so by applicable laws or regulations. In that case, we agree to inform you of such summons or subpoena as soon as practicable. Within the time permitted for our firm to respond to any request, you may 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.
Suppose we are not a party to the proceeding in which the information is sought. In that case, you agree to reimburse us for our professional time and expenses, as well as the fees and costs of our legal counsel, incurred in responding to such requests. This paragraph will survive the termination of this Agreement.
We may send you newsletters, emails, explanations of technical developments, or similar communications. These communications are general and should not be construed as professional advice. We may not send all such communications to you. These communications do not continue a client relationship with you, nor do they constitute advice or an undertaking on our part to monitor issues for you.
Our services under this Agreement do not constitute legal or investment advice unless expressly agreed to in the Agreement’s Engagement Objective and Scope section. We recommend you retain legal counsel and investment advisors to provide such advice.
While providing services to you, you may request referrals to attorneys, brokers, investment advisors, or other professionals. We may identify a professional or professional for your consideration. However, you are responsible for evaluating, selecting, retaining any professional and determining if the professional can meet your needs. You agree that we have no responsibility for and will not oversee the activities of any professional to whom we refer you.
Provide our firm with copies of brokerage (or investment advisory) statements and/or read-only access to your accounts. We will use the information solely for the purpose described in the engagement letter outlining the Engagement Objective and Scope. We will rely on the accuracy of the information provided in the statements and will not undertake any action to verify this information. We will not monitor transactions, and investment activity, provide investment advice, or supervise the actions of the entity or individuals entering transactions or investment activities on your behalf. We recommend that you receive and carefully review all statements upon receipt and direct any questions regarding account activity to your banker, broker, or investment advisor.
If you realized income, loss, or expense from a business or supplemental income or loss, the reporting requirements of federal and state income tax authorities apply to such income, loss, or expense. You are responsible for complying with all applicable laws and regulations about such operations, including classifying workers as employees or independent contractors and related payroll tax and withholding requirements.
Confidentiality Privileges Related to Taxpayer Communication provides a limited confidentiality privilege applying to tax advice embodied in taxpayer communications with federally authorized tax practitioners in certain limited situations.
This privilege is limited in several important respects. For example, this privilege does not apply to your records, which you must retain in support of your tax return. In addition, the right does not apply to state tax issues, state tax proceedings, private civil litigation proceedings, or criminal proceedings.
While we will cooperate with you concerning the privilege, asserting the right is your responsibility. Inadvertent disclosure of otherwise privileged information may result in waiving the claim. Please get in touch with us immediately if you have any questions.
We may discuss our views regarding treating 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 through a memorandum delivered as an email attachment) will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a complete review of the facts may affect our analysis and conclusions.
Due to these limitations and the related risks, it may or may not be appropriate to proceed with any decision solely because of any oral or email communication. You accept all responsibility, except to the extent caused by our gross negligence or willful misconduct, for any loss, cost, or expense 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. Suppose you wish to engage us to guide a matter we have communicated orally or by email. In that case, we will confirm this service in a separate engagement letter.
Suppose we, in our sole discretion, believe a conflict has arisen affecting our ability to deliver services under the ethical standards of our firm or our profession. In that case, we may be required to suspend or terminate our services without issuing our work product. You agree that we will not be responsible for your failure to meet governmental and other deadlines, for any penalties or interest that may be assessed against you resulting from your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred because of the suspension or termination of our services.
LFG Accounting Services’ liability for all claims, damages, and costs arising from this engagement is limited to one [1] times the total amount of fees paid by you to LFG Accounting for services rendered under this agreement.
The following is applicable to audit and attest engagements only:
You agree to hold us harmless from all claims which arise from knowing misrepresentations to us or the intentional withholding or concealment of information from us by your management. You also agree to indemnify us for any claims made against us by third parties arising from your management’s actions. The provisions of this paragraph shall apply regardless of the nature of the claim.
You acknowledge that proprietary information, documents, materials, management techniques, and other intellectual property are a material source of our services and are developed before 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 available to you are confidential and proprietary to us. Neither you nor your agents will copy, electronically store, reproduce, or make any such documents available to anyone other than your personnel. This provision will apply to all materials in digital, “hard copy,” or another format.
The following applies to non-attest engagements only:
You agree to indemnify, defend, and hold harmless LFG Accounting and any of its partners, principals, shareholders, officers, directors, members, employees, agents, or assigns concerning 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 arising from the gross negligence or intentional acts of the LFG Accounting.
You agree that any claim arising out of this Agreement shall be commenced within one (1) year of the delivery of the work product to you, regardless of any more extended period 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 LFG Accounting.
We reserve the right to withdraw from the engagement without completing services for any reason, including, but not limited to, your failure to comply with the terms of this Agreement or as we determine professional standards require. If this Agreement is terminated before services are completed, you agree to compensate us for the services performed and expenses incurred through the effective termination date.
All parties acknowledge and agree that the terms and conditions of this Agreement shall be binding upon and inure to the parties’ successors and assigns, subject to applicable laws and regulations.
If any portion of this Agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms outlined in this Agreement.
The engagement letter, including this Terms and Conditions Addendum and any other attachments, encompasses the parties’ entire agreement and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of this Agreement must be made in writing and signed by both parties.
