TERMS AND CONDITIONS
1. Client Responsibilities - Client is solely responsible for all decisions made with respect to the items identified in the “Scope” section of this Engagement Letter, including information supplied to Steadman and Associates by Client in support thereof. Steadman & Associates is responsible for preparing the items identified in the “Scope” section of this Engagement Letter. Steadman & Associates may advise on possible treatment or reporting positions, but Client recognizes and acknowledges it has final responsibility for its filings.
2. Scope Limitations - Client acknowledges and agrees that Steadman & Associates’ services as detailed in this Engagement Letter do not constitute a compilation, review, or audit of Client’s financial statements or financial information, or evaluation of its internal controls. Steadman & Associates has not been requested to provide and will not provide any attestation or procedures suitable for third-party use. Client agrees that if it requires financial statements, financial information, or attestation or procedures suitable for third-party use, it shall request those services separately and the scope, terms and conditions of that request shall be documented in a separate Engagement Letter. The services provided by Steadman & Associates under this Engagement Letter are not intended to confer any benefit on any third party, and the liability of Steadman & Associates to any third party is expressly disclaimed. Steadman & Associates expressly disclaims any fiduciary, agency, or similar relationship with or to Client as a result of performing services under the terms of this Engagement Letter. Client agrees that Steadman & Associates shall not be responsible for identifying, detecting or disclosing any fraud, defalcation or other irregularities that may exist. Steadman & Associates’ services under this Engagement Letter do not constitute legal or investment advice.
3. Electronic Communications – Steadman & Associates may communicate with and/or transmit data to Client (or its representative) via internet, e-mail, facsimile, or other electronic method. Steadman & Associates uses commercially available means to secure its electronic communications and transmissions in a reasonable manner, but recognizes that neither Steadman & Associates nor Client has any control over unauthorized third party interception or interruption of electronic communications and transmissions. By agreeing to the Terms and Conditions of this Engagement Letter Client acknowledges and accepts that Steadman and Associates has no control over unauthorized third-party interception or interruption of electronic communications and transmissions, and consents to Steadman & Associates’ use of these electronic methods in the performance of this engagement.
4. Permitted Disclosures - Steadman & Associates is required to maintain confidentiality of information it receives in connection with this engagement. Notwithstanding, Steadman & Associates and Client acknowledge that Steadman & Associates may be required to make its work papers and/or information provided to it in support of those work papers available to regulatory authorities by court order, subpoena, or other compulsory requirement in a legal, administrative, arbitration, or similar proceeding in which Steadman & Associates is not a party. Any disclosure of Steadman & Associates’ work papers and/or confidential information supplied to it (regardless of origination) in connection with the engagement described in this Engagement Letter to a regulatory authority pursuant to court order, subpoena, or other compulsory requirement shall not constitute a breach of the provisions of this Engagement Letter. This provision shall survive the termination of this Engagement Letter, and Steadman & Associates shall be entitled to reasonable compensation for time and expenses (including legal fees) incurred in responding to and complying with any regulatory request that falls under this provision.
5. Fee Adjustments – In the event a fixed or “not to exceed” fee is provided in this Engagement Letter, such fee is based primarily on the Scope agreed to and reasonable access to information needed to complete the engagement in a timely manner. Client acknowledges and agrees that the following events may result in an increase to the fee quoted in this Engagement Letter:
Failure of Client to provide the requested information by the scheduled appointment date;
Presence of significantly larger reporting requirements (expansion of Scope) than originally determined due to new and previously undisclosed information;
Delays and/or re-work initiated or caused by Client;
Issues related to Client’s prior CPA or professional which impact the current engagement; or
Other significant issues impacting the performance of this engagement beyond the control of Steadman & Associates or Client.
6. Subsequent Discovery – In the event Client learns of new or additional information related to the items described in the Scope of this Engagement Letter after the completion and filing of those items so described, Steadman & Associates shall have no obligation to revise, update or re-submit those items. Should Client request or require that its filings be revised, updated or re-submitted consistent with the new or additional information, compensation for such work performed shall be either at Steadman & Associates’ standard hourly rates, or as agreed under the terms of a new Engagement Letter between Steadman & Associates and Client.
7. Exclusion of Damages - Steadman & Associates and Client agree that Steadman & Associates shall not be liable for any damages, costs or expenses arising out of or related to Client (or its representative) providing false, inaccurate or incomplete information to Steadman & Associates. If any of Steadman & Associates’ partners, shareholders, members, officers, employees, or affiliated entities or subsidiaries (collectively “Steadman & Associates Persons”) are found to be liable to Client, any liability of Steadman & Associates and/or Steadman & Associates Persons shall not exceed the total fees paid to Steadman & Associates for the services provided under this Engagement Letter. In no event shall Steadman & Associates be liable to Client, whether such claim be in tort, contract, or otherwise, for any consequential, indirect, punitive, exemplary, lost profits, or similar damages related to Steadman & Associates’ services provided under this Engagement Letter. None of the above limitations of Steadman & Associates’ liability shall limit Steadman & Associates’ liability in the event of willful misconduct or any other liability which cannot be lawfully limited or excluded.
8. Defense, Indemnification, and Hold Harmless – Client agrees to defend, indemnify, and hold harmless Steadman & Associates and Steadman & Associates Persons against any claims by third parties for losses, claims, damages, and liabilities related to the services provided by Steadman & Associates under this Engagement Letter, unless it be found by judgment of a court of competent jurisdiction that such loss, claim, damage, or liability is the result of the willful misconduct or gross negligence of Steadman & Associates or one of the Steadman & Associates’ Persons. This defense, indemnification, and hold harmless includes the obligation to reimburse Steadman and Associates and/or Steadman & Associates’ Persons for any legal or other expenses incurred by Steadman & Associates and/or Steadman & Associates’ Persons in connection with investigating or defending such losses, claims, damages, or liabilities.
HANOVER ACCOUNTANTS PROFESSIONAL ADVANTAGE
9. Termination by Either Party – This Engagement Letter may be terminated by Steadman & Associates or Client at any time for any reason upon written notice. Upon notification of termination under this paragraph, Steadman & Associates shall cease performance within ten (10) business days from the date a notice of termination is sent. During this ten (10) day period, Steadman & Associates shall provide Client a summary of work completed and the status of any other item which is the subject of this Engagement Letter. At the end of the ten (10) day period, Steadman & Associates shall issue a final invoice which shall become due and payable immediately, and Steadman & Associates’ engagement shall terminate and be deemed completed. Consistent with the provisions of this Engagement Letter, Client shall be obligated to compensate Steadman & Associates for time expended and reasonable out-of-pocket costs incurred through the date of termination, including reasonable time and costs incurred during the ten (10) day period.
10. Termination-Ethics – This Engagement Letter may be terminated by Steadman & Associates at any time upon written notice incident to receipt of any communication or request which results in the invocation of the “Ethics Provision” of this agreement. The “Ethics Provision” states that Steadman & Associates: shall not perform any act which it may be prohibited from performing under any federal, state or local law (including tax or accountancy laws); shall not be unreasonably restrained by Client from performing any act which it may be ethically required to perform while providing services under this agreement; or shall not perform any act which violates any professional standard or ethical code of conduct governing the performance of services by a tax return preparer to which it is subject. This “Ethics Provision” may be invoked at the sole discretion of Steadman & Associates, and includes such situations where Steadman & Associates believes in good-faith that Client’s acts will not permit Steadman & Associates to sign Client’s tax return as a “paid preparer”, will result in an obvious understatement of Client’s tax liability, or may otherwise in any way result in damage to Steadman & Associates and/or its member’s professional or personal reputation. Upon notification of termination under this paragraph, Steadman & Associates shall cease performance within five (5) business days from the date a notice of termination is sent. During this five (5) day period, Steadman & Associates at its discretion may work with you to summarize work completed and the status of any other
item which is the subject of this Engagement Letter. At the end of the five (5) day period, Steadman & Associates shall issue a final invoice which shall become due and payable immediately, and Steadman & Associates’ engagement shall terminate and be deemed completed. Consistent with the provisions of this Engagement Letter, Client shall be obligated to compensate Steadman & Associates for time expended and reasonable out-of-pocket costs incurred through the date of termination, including reasonable time and costs incurred during the five (5) day period.
11. Termination-General – Steadman & Associates shall not be liable for any economic or non-economic loss (whether direct, indirect or consequential) resulting from termination of this Engagement Letter under paragraphs 9 or 10. In the event no termination notice is provided by either Steadman & Associates or Client, this agreement shall terminate, and this engagement shall be deemed completed either: i) one year from the date of this Engagement Letter; or ii) one year from the date of delivery of the items identified in the Scope section of this Engagement Letter, whichever is later.
12. Severability – If any provision of this Engagement Letter is found to be invalid or otherwise unenforceable, all remaining provisions shall remain in full force and effect.
13. Signature – An electronically affixed signature executed through commercially available software designed for the purpose of signing documents electronically, or a manual signature transmitted electronically (through e-mail, facsimile, or cloud-based applications) may be considered and relied upon as an original signature, and Steadman & Associates may rely upon such signature as valid and intentional without liability unless such reliance is found to be unreasonable.
14. Force majeure – Neither Steadman & Associates nor Client shall be considered in breach of this Engagement Letter in the event of any delay or non-performance related directly or indirectly to causes beyond their immediate and reasonable control, including without limitation casualty, acts of nature, war or other extreme violence, epidemic, or other similarly unpredictable acts (“force majeure events”). In no case shall a force majeure event excuse any payment obligation as defined in this Engagement Letter related to fees or costs for work performed prior to such force majeure event.
15. Choice of Law – This Engagement Letter shall be governed by and interpreted under the laws of the State of California, and any action to enforce or interpret this agreement or any dispute arising from this agreement shall reside exclusively within the State of California.
16. Entire Agreement – This Engagement Letter represents the entire agreement between Steadman & Associates and Client with respect to the matters defined herein, and supersedes any other oral, written, or otherwise communicated discussion or agreement related to the contents of this Engagement Letter. Any material amendments or changes to this Engagement Letter affecting the Scope, payment obligations and/or responsibilities of the parties, will only become effective if evidenced by written agreement signed by Steadman & Associates and Client, either in the form of an amendment to this Engagement Letter, or a revised, executed Engagement Letter.