Wander and Company, APC (“firm,” “we,” “us,” or “our”) is pleased to provide Client (“you” or “your”) with the professional services described in the Services Order Form – CONSULTING. This letter, (“Agreement”, “engagement letter”), confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. The engagement between you and our firm will be governed by the terms of this Agreement.
Engagement Objective and Scope
We will not perform other services other than those identified above, without your written request, and our written consent to do so. We will rely upon the completeness and accuracy of the information and representations you provide to us to provide the above services. Unless specifically included in scope of services, we will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information.
Our work is not intended to benefit or influence any third party, either to obtain credit or for any other purpose.
You agree to indemnify and hold us harmless with respect to any and all claims arising from the use of the tax returns for any purpose regardless of the nature of the claim, including the negligence of any party.
Our engagement does not include any procedures designed to detect errors, fraud, or theft. Therefore, our engagement cannot be relied upon to disclose such matters. In addition, we are not responsible for identifying or communicating deficiencies in your internal controls. You are responsible for developing and implementing internal controls applicable to your operations.
This engagement is limited to the professional services outlined above.
CPA Firm Responsibilities
We will not accept fiduciary duties in the performance of the engagement.
Bookkeeping assistance
In the performance of the above services, we may deem it necessary to provide you with accounting and bookkeeping assistance. You agree to pay for those required services.
Tax services
Tax services (including income-tax preparation, planning, and estimates) are not within the scope of this engagement. During the course of providing the services identified above, we may bring to your attention potential tax items to consider. However, we have no responsibility to do so, and will take no action with respect to such recommendations, as the responsibility for compliance remains with you, the taxpayer. If you ask us to provide tax services, and we agree to provide them to you, we will confirm this engagement in a separate Agreement.
Client Responsibilities
Online access to information
To the extent you provide our firm with access to electronic data via a local or online database from which we will download your trial balance or other information, you agree that the data is accurate as of the date and time you authorize it to be downloaded.
Documentation
You are responsible for maintaining adequate documentation. You should retain a copy of all documents that are provided to us. Regarding verbal representations from you to us, you represent that you have documentation and can produce it, if necessary, to respond to any audit or inquiry by governmental authorities. You agree to hold our firm harmless from any liability including but not limited to, tax, penalties, interest and professional fees resulting from inadequate documentation of representations made to us.
Federal, State, and Local filing obligations
You are responsible for determining your tax filing obligations with any Federal, State or Local tax authorities, including, but not limited to income, franchise, sales, use, property or unclaimed property taxes. If upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will notify you, but have no obligation to do so. You acknowledge that the scope of our services under this Agreement does not include any services related to your compliance with tax obligations. If you ask us to prepare any other returns, and we agree to do so, we will confirm this engagement in a separate Agreement.
U.S. filing obligations related to foreign investments
You may have additional filing obligations. You are responsible for informing us of all foreign assets owned directly or indirectly, including but not limited to financial accounts with foreign institutions, other foreign non-account investments, and ownership of any foreign entities, regardless of amount. If you ask us to prepare these additional filings, and we agree, we will confirm this engagement in a separate Agreement.
Failure to timely file the required forms may result in substantial civil and/or criminal penalties. We assume no liability for penalties associated with the failure to file or untimely filing of any of these forms.
Foreign filing obligations
You are responsible for complying with the tax filing requirements of any other country. You acknowledge and agree that we have no responsibility to raise these issues with you and that foreign filing obligations are not within the scope of this engagement.
Virtual currency
The IRS considers virtual currency (e.g., Bitcoin) as property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, virtual currency are subject to the same general tax principles that apply to other property transactions.
If you had virtual currency activity during the tax year, you may be subject to tax consequences associated with such transactions and may have additional reporting obligations. You agree that we have no responsibility to raise these issues with you.
Employment records
You are responsible for obtaining Form I-9, Employment Eligibility Verification, from each new employee at the time of employment. In addition, Form W-4, Employee’s Withholding Allowance Certificate, and the applicable state equivalent should be retained for all employees. Failure to obtain these forms may subject an employer to penalties. Additional state requirements related to employment records may exist.
Worker classification
You acknowledge and confirm that you, in consultation with other professional advisors, as needed, are responsible for determining the correctness of any worker classification. Payroll tax withholding and related employer payroll tax implications result from this determination. We cannot advise you with respect to worker classification and will rely upon your determination of same.
We recommend obtaining a signed contract and signed Form W-9, Request for Taxpayer Identification Number and Certification, from all independent contractors. You should provide all independent contractors with both forms (W-9 or W-8BEN) and let them decide which form is reflective of their status.
You should also issue a Form 1099-NEC, Nonemployee Compensation, to all unincorporated domestic independent contractors to whom you pay $600 or more for services. In addition, state rules should also be reviewed to determine if state taxes are required to be withheld and separate returns completed for any independent contractor.
For some of these forms, significant penalties are assessed for late filing, non-filing and filing of incorrect information. Preparation of these forms is not within the scope of this engagement. If you ask us to prepare these forms, and we agree to prepare them, we will confirm this engagement in a separate Agreement. If you fail to adhere to the filing deadlines, you will be responsible for any penalties, interest and related professional fees for the improper filing.
Timing of the Engagement
We expect to begin our services upon receipt of the signed Services Order Form – CONSULTING and deposit.
Our services will conclude upon the earlier of:
- Date on Services Order Form – CONSULTING, field “Services Will Conclude On Date”, or
- written notification by either party that the engagement is terminated, or
Professional Fee
Your investment in our professional services outlined above will be at the rate described in the Services Order Form – CONSULTING.
This investment is based upon the complexity of the work to be performed, and our professional time. You agree to reimburse us for out-of-pocket expenses. Our ability to provide said services depends upon the timely delivery, availability, quality, and completeness of the information you provide to us. You agree that you will deliver all records requested and respond to all inquiries made by our staff to complete this engagement on a timely basis. You agree to pay all amounts and expenses incurred whether or not we complete the engagement. We require that all outstanding invoices be paid prior to releasing deliverables. We do not release incomplete deliverables.
Payment is due within 7 days of the date on the billing statement (“invoice”). If payment is not received by the due date, we may assess a late fee of $100 per day up to 25% of total invoice. 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. We may not continue your engagement if payment is delayed or has not yet “cleared”. 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 payment, we shall not be liable for any damages you may incur as a result of the work stoppage.
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. Your confidential electronic data may be transmitted or stored using these methods. 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.
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. You consent to our use of these electronic devices and applications during this engagement.
Client Portals
To enhance our services to you, we may utilize a document portal such as Google Drive, Dropbox, Sharepoint, SecureFilePro, Suralink etc. In order to use such a portal, you may be required to execute a client portal agreement. You agree that we have no responsibility for the activities of such a portal and agree to indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of the portal.
Wander CPA is not a host for any of your information. You are responsible for maintaining your own copies of all 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 at any time.
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 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 damages 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 Subcontractors
To enhance 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. This may include provision of your confidential information to the third-party service provider. 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.
Independent Contractor
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.
Our obligations under this agreement are solely obligations of Wander CPA, and no partner, principal, employee or agent of Wander CPA shall be subjected to any personal liability whatsoever to you or any person or entity.
Record Retention and Ownership
Our copies of your records and documents are solely for our documentation purposes and are not a substitute for your own records and do not mitigate your record retention 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. Professional standards preclude us from being the sole repository of your original data, records, or information.
Workpapers and other documents created by us are our property, will remain in our control, and may be destroyed or deleted at any time. Copies are not to be distributed without our prior written consent. Catastrophic events or physical deterioration may result in damage to or destruction of our firm’s records, causing the records to be unavailable.
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. If 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.
If we receive a request for copies of selected workpapers, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request 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 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.
Summons or Subpoenas
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, 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, and 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.
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.
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 constitute 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 engaged to provide investment advice in the Engagement Objective and Scope section of this Agreement. We recommend that you retain legal counsel and investment advisors to provide such advice.
Referrals
In the course of providing services to you, you may request referrals to products or professionals such as attorneys, brokers, or investment advisors. 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 the suitability of any product we refer to you or that you separately retain. Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals or products you may retain.
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 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.
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 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 or 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, except to the extent caused by willful misconduct, for any liability, including but not limited to additional tax, penalties or interest resulting from your decision (i) not to engage 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 engagement letter.
Electronic Signatures and Counterparts
Each party hereto agrees that any electronic signature is intended to authenticate a written signature, shall be valid, and shall have the same force and effect as a manual signature. 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.
Email Communication
You agree to electronic communication via the email address at the top of this engagement letter.
Management Responsibilities
While Wander CPA can provide assistance and recommendations, you are responsible for management decisions and functions, and for designating an individual with suitable skill, knowledge or experience to oversee any services that Wander CPA provides. You are responsible for evaluating the adequacy and results of the services performed and accept responsibility for such services.
Conflicts of Interest
If we, in our sole discretion, believe a conflict 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 suspend or terminate our services without issuing our work product.
Mediation
If a dispute arises out of or relates to the Agreement, including the scope of services contained herein, or the breach thereof, and if the dispute 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 some 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 California.
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.
Limitation of Liability
Wander CPa’s liability for all claims, damages, and costs arising from this engagement is limited to one time the total amount of fees paid by you to wander cpa for services rendered under this agreement.
Limitation of Damages
Notwithstanding anything to the contrary in this Agreement, wander cpa shall not be liable for any lost profits, indirect, special, incidental, punitive or consequential damages of any nature even if we have been advised by you of the possibility of such damages.
Indemnification
You agree to hold us harmless from any and all claims which arise from knowing misrepresentations to us, or the intentional withholding or concealment of information from us by you or your management. You also agree to indemnify us for any claims made against us by third parties, which arise from any of these actions by your management. The provisions of this paragraph shall apply regardless of the nature of the claim.
You agree to indemnify, defend, and hold harmless Wander CPA and any of its partners, principals, shareholders, officers, directors, members, employees, agents or assigns 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 arising from the intentional acts of Wander CPA.
Designation of Venue and Jurisdiction
In the event of a dispute, the courts of the state of California shall have jurisdiction, and all disputes will be submitted to the California courts, which is the proper and most convenient venue for resolution. We also agree that the law of the state of California shall govern all such disputes.
Offers of Employment to our Staff Members
To bring you the highest level of expertise and experience, we invest a significant amount of time and resources in training and developing our staff. Our staff is our biggest asset in helping our clients grows their businesses. You agree that you will not discuss employment or extend an offer of employment to our staff members. In the unlikely event that you were to violate our agreement and extend employment to one of our staff members, you agree that you will pay Wander CPA a fee of 100% of the staff person’s annual compensation. (Annual compensation is defined as the amount the staff person or employee earned, including bonuses, in the 365 days prior to the last date of employment at Wander CPA).
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 for purposes of entity listed in this agreement, any such documents. This provision will apply to all materials whether in digital, “hard copy” format or other medium.
Statute of Limitations
You agree that any claim arising out of this Agreement shall be commenced within 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 Wander CPA.
Termination and Withdrawal
We reserve the right to withdraw from the engagement without completing services for any reason, including, but not limited to, non-payment of fees, your failure to comply with the terms of this Agreement, or as we determine professional standards require. If our work is suspended or terminated, you agree that we will not be responsible for your failure to meet governmental and other deadlines, or for any liability, including but not limited to, penalties or interest that may be assessed against you resulting from your failure to meet such deadlines.
You agree to provide 30 days’ notice prior to termination of services. If this Agreement is terminated before services are completed, you agree to compensate us for the services performed and expenses incurred through the effective date of termination.
Potential Impact of COVID-19 on Services
We and you acknowledge that governmental authorities may restrict travel and/or the movement of citizens due to the COVID-19 pandemic. In addition, we and you may restrict personnel from travel and onsite work, whether at a client facility or our facility. Accordingly, to the extent that the services described in the Agreement requires or relies on personnel to travel and/or perform work onsite, we and you acknowledge and agree that the performance of such work may be delayed, significantly or indefinitely, or may require modification. We and you also both acknowledge and agree that any delays or modifications may increase the cost of the services.
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, 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.
Assignment
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.
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.
Entire Agreement
The engagement letter, encompass the entire agreement of the parties 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. This Agreement has been entered into solely between you and Wander CPA, and no third-party beneficiaries are created hereby.
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We appreciate the opportunity to be of service to you.