General Terms – Conditions
The following general terms – conditions are a material part of the Engagement Letter for work to be performed for the individual, entity or entities, which have retained us. [Collectively the “Client”]. The services to be provided by the entities which are the constituent members of aBIZinaBOX Inc. an Illinois Corporation the Managing Member of abizinabox which is engaged in the business of providing financial advisory, tax and technology consulting services,. Any further reference within these General Terms and Conditions to aBIZnabBOX refers to each of the member businesses, unless otherwise specified.
These terms and conditions are accepted by Client upon acceptance of the preceding Engagement Letter and, for that reason, please review carefully.
The Engagement Letter and these Terms and Conditions contain all of the understandings, agreements, and undertakings of the parties.
Method of Payment
aBIZinaBOX will charge its prevailing rates and accordingly bill the Client. aBIZinaBOX billing rates will range from $95 to $850 an hour, based upon its current estimate of the staffing requirements, which could change as a result of the types of activities that we will be asked to perform. The hourly rates for this specific assignment are contained in the body of the engagement specific attachment to the engagement letter to which these terms and conditions are attached. . In addition to professional fees, our bills will include outofpocket expenses, such as charges for FedEx, travel, messengers, and other actual out of pocket charges. We reiterate that our fees and expenses are not contingent upon the final resolution of any matter or the achievement of a specific result unless explicitly addressed in the detailed scope of work.
aBIZinaBOX will present invoices monthly and are due upon presentation. Invoices upon which payment is not received within thirty (60) days of the invoice date shall accrue a late charge at the lower of 1 1⁄2 % per month or the highest rate allowed by law, in each case compounded monthly to the extent allowable by law. In addition to all other rights or remedies, abizinabox reserves the right to halt, or terminate entirely, the provision of further services until payment is received on pastdue invoices. If one of our professionals should be requested to testify at any hearing or proceeding, the Client agrees to pay in full for all work performed to date prior to such testimony.
It is our normal practice is to obtain a retainer. If we have requested a retainer in the body of the Engagement Letter to which these terms and conditions are attached, then the engagement will not commence until aBIZinaBOX has received the retainer as available Federal Funds. The retainer will be held against the final invoice for this engagement; any unused retainer will, of course, be refunded.
In addition, aBIZinaBOX will be compensated for any time and expenses (including without limitation, reasonable legal fees and expenses) that aBIZinaBOX may incur in considering or responding to discovery requests or other requests for documents or information, or in participating as a witness or otherwise in any legal, regulatory, or other proceedings, including, without limitation, as a result of aBIZinaBOX performance of these services.
Confidentiality of Assignments
It is the intention of aBIZinaBOX that communications in whatever form they make take and Client information shall be treated as confidential to the maximum extent possible under the applicable laws and regulations. The following are our specific policies concerning confidential information.
General Statement on the Confidentiality of Client Information and Communications – Any assignment or project was undertaken by aBIZinaBOX through which Jordan S. Zoot is engaged as a public accountant shall be subject to the statutory accountant-client privilege contained in the Illinois Public Accounting Act [225 ILCS 450/27]
Confidentiality of Federal Tax Advice – Any assignment or project was undertaken by aBIZinaBOX which involves the provision of tax advice [as the term is defined by IRC§ 7525(a)(3)(B)] is intended, in addition to being covered by the privileged communications provisions of the Illinois Public Accounting Act [225 ILCS 450/27] is intended to be subject to the Federal Tax Practitioner Communications Privilege contained in IRC§ 7525(a)(1). IT SHOULD BE NOTED THAT THE PROVISIONS OF IRC§ 7525(a)(1) DO NOT APPLY TO CRIMINAL TAX MATTERS OR TO COMMUNICATIONS INVOLVING CORPORATE TAX SHELTERS [as defined in IRC§ 6662(d)(2)(C)(iii)].
Tax Return Preparation Due to the nature of the tax return preparation process, many of the protections that are afforded to public accountant – Client communications and tax advice do not apply in an engagement to prepare tax returns. As such, where aBIZinaBOX has been retained to prepare tax returns, such assignment is intended to be limited to the actual process of tax return preparation. Any other assignments that may be undertaken simultaneous to the tax return preparation process are distinct and governed by their own arrangements.
Conditions of Work
Our work product will take various forms depending upon the nature of a specific assignment or project.
Since future events are not subject to precise forecasts, some assumptions will not materialize in the exact form presented by any analysis we may prepare. Also, other unanticipated events and circumstances may occur which could influence the future outcome and performance of an assignment.
In many cases, the results achieved in future operating periods will vary from estimates that we may employ. Since there is no recourse to predicting these matters with certainty apart from the informed performance that may materially alter forecast results.
While changes of those kinds may occur, it is expressly understood that aBIZinaBOX will have no obligation to revise any report or analysis of prospective conditions after the submission of its findings as outlined in the Engagement Letter.
Further, it is understood that all reports and work product of aBIZinaBOX is prepared and delivered solely for the internal use of. Client acknowledges that aBIZinaBOX has not been engaged by contract and owes no duty of performance to any person other than Client.
The Client agrees that it will advise aBIZinaBOX a timely manner of the applicable legal or business requirements concerning the services to be provided by aBIZinaBox, including, without limitation, the identification of any reports to be provided by aBIZinaBOX and the filing deadlines for such reports. The Client agrees that any written reports, schedules, other materials, or documents prepared or provided by aBIZinaBOX are to be used only for the purpose of the aboveentitled matter and will not be disclosed, published, or used, in whole or in part, by the Client for any other purpose without aBIZinaBOX prior written permission.
Use of Electronic/Facsimile Communication and Storage
In the interest of facilitating our services to you, we may send data over the Internet, or 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 to store or transmit this data, such as providers of tax return preparation software. 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. 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 subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us or our third-party vendors. You consent to our use of these electronic devices and applications and submission of confidential client information to third party service providers during this engagement.
To enhance our services to you, we will utilize [Portal Name], a collaborative, virtual workspace in a protected, online environment. Client Service permits real-time collaboration across geographic boundaries and time zones and allows aBIZinaBOX Inc. and you to share data, engagement information, knowledge, and deliverables in a protected environment. In order to use Client Service Portal, you will be required 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 [Portal Name] and agree to indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of [Portal Name]. While [Portal Name] backs up your files to a third party server, we recommend that you also maintain your own backup files of these records.
If you decide to transmit your confidential information to us in a manner other than a secure portal, 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 a secure portal, you agree that we are not responsible for (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 damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message
Tax Return Preparation
Our work in connection with the preparation of the income tax returns does not include any procedures designed to discover defalcations or other irregularities, should any exist.
We will use our judgment in resolving questions where the tax law is unclear, or where there may be conflicts between the taxing authorities’ interpretations of the law and other supportable positions. Unless otherwise instructed by the Client, we will resolve such questions in the Client’s favor whenever possible.
The law provides various penalties that may be imposed when taxpayers understate their tax liabilities. Because S Corporations, partnerships or limited liability companies [“LLC’s”] that are treated as a partnerships for income tax purposes is an entity whose tax attributes generally flow through to its owners, the penalty for substantial understatement of tax relating to pass thru entity items may be assessed at either the entity or owner level.
Management is responsible for the proper recording of transactions in the books of account, for the safeguarding of assets, and for the substantial accuracy of the financial records. The Client has the final responsibility for the data utilized in the preparation of income tax returns and, therefore, the Client is responsible for reviewing them carefully, to ascertain that they contain no omissions or misstatements of material facts before they are filed.
A Client’s returns may be selected for review by the taxing authorities. Any proposed adjustments by the examining agent are subject to certain rights of appeal. In the event of such a tax examination, we will be available upon request to represent the Client and render additional invoices for the time and expenses incurred in connection with such representation.
Relationships with Clients, Vendors, and Professionals
Our personnel is expected to treat their colleagues, agents, suppliers, and clients with respect and we expect the same in return. Providing a safe, healthy, and productive work environment is a priority. We will support efforts to eliminate any actions or circumstances that undermine such an environment. Unlawful discrimination, verbal or physical harassment or abuse, or offensive behavior (whether or not sexually related) by personnel, agents, or clients of aBIZinaBOX will not be tolerated and can be cause for the termination of any such relationship.
This agreement is subject to termination without cause by Client upon seven (7) days written the notice. In the event of termination, aBIZinaBOX will be due to the share of the total fee represented by the proportion of the work completed, and expenses incurred, at the time of termination as evidenced by a final billing.
The work done by aBIZinaBOX will be objective [except in those situations where objectivity is inconsistent with the purpose of engagement, such as on behalf of the Client in an adversarial proceeding with a tax authority]. Information derived from research done by aBIZinaBOX will be properly attributed to third parties, where appropriate. In consideration of the undertakings of aBIZinaBOX n this engagement, Client agrees that the payment of fees and direct expenses to aBIZinaBOX is not contingent upon predetermined or favorable findings or conclusions by aBIZinaBOX.
Assignments for Other Clients
Client acknowledges that aBIZinaBOX is not limited by this contract from performing assignments of a similar nature to that undertaken herein for other Clients in any area, now or in the future.
Alternative Dispute Resolution
In the event of a dispute related in any way to our services, our firm and you agree to discuss the dispute and, if necessary, to promptly mediate in a good faith effort to resolve. We will agree on a mediator, but if we cannot, either of us may apply to a court having personal jurisdiction over the parties for appointment of a mediator. We will share the mediator’s fees and expenses equally but otherwise will bear our own attorneys’ fees and mediation cost. Participation in such mediation shall be a condition to either of us initiating litigation. In order to allow time for the mediation, any applicable statute of limitations shall be tolled for a period not to exceed 120 days from the date either of us first requests in writing to mediate the dispute. The mediation shall be confidential in all respects, as allowed or required by law, except our final settlement positions at mediation shall be admissible in litigation solely to determine the prevailing party’s identity for purposes of the award of attorneys’ fees.
By executing this engagement letter, you consent to the firm using your tax return information to send to you by any medium: firm newsletters, surveys, press releases, information concerning firm seminars and nontaxrelated services, and any other communication sent to some or all of the firm’s clients. This consent shall be valid for five years. The disclosure will include the disclosure of the entire federal income tax return, and you acknowledge, by signing this engagement letter, that you have the right to consent to a disclosure of less than the entire tax return, but have decided, without coercion, that you consent to the disclosure of the entire tax return. This consent is not conditioned on our providing services to you.
To the extent permitted by law, the Client agrees that aBIZinaBOX/JSZCPA, and its employees shall not be liable to the Client for any actions, losses, damages, claims, liabilities, costs or expenses in any way arising out of or relating to this engagement for an aggregate amount in excess of the fees paid by them to aBIZinaBOX for the services performed pursuant to this engagement. Further, in no event will aBIZinaBOX or its employees, agents, or representatives be liable for consequential, special, indirect, incidental, punitive, or exemplary loss damage, or expense (including, without limitation, lost profits and opportunity costs).
To the extent permitted by law, the Client shall indemnify and hold harmless aBIZinaBOX and its employees from and against any and all actions, losses, damages, claims, liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses) brought against, paid, or incurred by any of them at any time, in any way arising out of or relating to aBIZinaBOX services provided in connection with this engagement, except to the extent finally judicially determined to have resulted from intentional misconduct by aBIZinaBOX.
The Limitation on Liability and Indemnification provisions of this engagement letter shall apply regardless of the form of action, loss, damage, claim, liability, cost or expense, whether in contract, statute, tort (including, without limitation, negligence), or otherwise. These provisions, as well as the other agreements and undertakings of the Client, shall survive the completion or termination of this engagement.
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 personal, any such documents. This provision will apply to all materials whether in digital, “hard copy” format or another medium.
Statute of Limitations
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 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 aBIZinaBOX Inc.
Summons or Subpoenas
All information you provide to us in connection with this engagement will be maintained by us on a strictly 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 the 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. This paragraph will survive termination of this Agreement.
Newsletters and Similar Communications
We may send newsletters, emails, explanations of technical developments or similar communications to you. These communications are of a general nature 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.
Disclaimer of Legal and Investment Advice
Our services under this Agreement do not constitute legal or investment advice unless specifically agreed to in the Engagement Objective and Scope section of this Agreement. We recommend that you retain legal counsel and investment advisors to provide such advice.
In the course of providing services to you, you may request referrals to attorneys, brokers, investment advisors or other professionals. We may identify a professional or professionals for your consideration. However, you are responsible for evaluating, selecting, and 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.
Brokerage or Investment Advisory Statements
If 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 Objective and Scope section of the engagement letter. 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, investment activity, provide investment advice, or supervise the actions of the entity or individuals entering into 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.
Other Income, Losses, and Expenses
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 pertaining to such operations, including the classification of workers as employees or independent contractors and related payroll tax and withholding requirements.
Accountant – Client Privilege
Internal Revenue Code §7525, 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 are required to retain in support of your tax return. In addition, the privilege does not apply to state tax issues, state tax proceedings, private civil litigation proceedings, or criminal proceedings.
While we will cooperate with you with respect to the privilege, asserting the privilege is your responsibility. Inadvertent disclosure of otherwise privileged information may result in a waiver of the privilege. Please contact us immediately if you have any questions or need further information about this CPA-client privilege.
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 through a memorandum delivered as an email attachment) will be based on 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 on the basis of any oral or email communication.
Consent To Disclose
Federal law requires this consent form be provided to you. Unless authorized by law, we cannot disclose your tax return information to third parties for purposes other than the preparation and filing of your tax return without your consent. If you consent to the disclosure of your tax return information, Federal law may not protect your tax return information from further use or distribution.
You are not required to complete this form to engage our tax return preparation services. If we obtain your signature on this form by conditioning our tax return preparation services on your consent, your consent will not be valid. If you agree to the disclosure of your tax return information, your consent is valid for the amount of time that you specify. If you do not specify the duration of your consent, your consent is valid for one year from the date of signature.
This consent to disclose may result in your tax return information being disclosed to a tax return preparer located outside the United States.
This consent to disclose may result in your tax return information being disclosed to a tax return preparer located outside the United States, including your personally identifiable information such as your Social Security Number (“SSN”). Both the tax return preparer in the United States that w disclose your SSN and the tax return preparer located outside the United States that will receive your SSN maintain an adequate data protection safeguard (as required by the regulations under 26 U.S.C. section 7216) to protect privacy and prevent unauthorized access of tax return information. If you consent to the disclosure of your tax return information, federal agencies may not be able to enforce United States laws that protect the privacy of your tax return information against a tax return preparer located outside of the United States to whom the information is disclosed.
If you believe your tax return information has been disclosed or used improperly in a manner unauthorized by law or without your permission, you may contact the Treasury Inspector General for Tax Administration (TIGTA) by telephone at 18003664484, or by email at [email protected]
Governing Law the laws of the State of California will govern this agreement.