Terms & Conditions
Bookkeeping and Accounting Services
Our services are intended to be rendered on a regular monthly basis based on timely, complete, and accurate information that you provide to us for that purpose. If you do not provide complete and accurate information to us for any month on or before the last day of the following month, that month may be considered "past-due" for purposes of these services. In such case, we reserve the right to charge additional fees, and/or to perform the bookkeeping and accounting services for any such "past-due" period(s) in conjunction with services for the next period for which we receive timely, complete, and accurate information. In such instances, our work product for bookkeeping and accounting services may consist of reports for the current month only and we will not be responsible to provide separate reports for any individual months that are "past-due". In such case, our engagement for the bookkeeping and accounting services described above will be complete upon delivery of our accounting report to you for the most current period, or upon the termination of this engagement, if earlier.
Tax Services
We will not prepare any tax returns except those identified above without your written instruction and authorization to do so. This engagement pertains only to the tax years explicitly listed on this agreement and our responsibilities do not include preparation of any other tax-return years that may be due to any taxing authority. It is your responsibility to provide us with all the information required for the preparation of complete and accurate tax returns. We will prepare your tax returns based on information and representations that you provide to us, including but not limited to the information you provide for the bookkeeping and/or accounting services outlined above, if any. You agree to provide us complete and accurate information, including all worldwide income. We will not audit or otherwise verify the data you submit to us. However, after receipt of this information from you, we may have further questions about the data you provide or we may ask that you furnish additional documentation for certain transactions. You agree to respond to these questions and furnish the requested information promptly within three business days. You have final responsibility for your income tax returns. Check them carefully for accuracy and completeness before you sign them, or before you provide us with your authorization to initiate electronic filing, if applicable. We will prepare the tax returns solely for filing with the Internal Revenue Service ("IRS") and/or state and local tax authorities. The returns we prepare are not intended to benefit or influence any third party, either to obtain debt or equity financing or for any other purpose. As a result, you agree to indemnify and hold our firm and any of its partners, principals, shareholders, officers, directors, members, employees, agents or assigns harmless with respect to any and all claims arising from the use of the tax returns for any purpose other than filing with the IRS and state and local tax authorities regardless of the nature of the claim, including the negligence of any party. Our engagement for preparation of your tax return(s) will be satisfied upon delivery of the completed return to the company. In some instances, we may determine that electronic filing may be a more efficient way to file your returns. In such instance, our engagement will be satisfied upon our initiation of the electronic filing process. We will notify you if any of your returns are being prepared for electronic filing. It may become necessary to apply for an extension of the filing deadline(s) if there are unresolved tax issues or delays in processing, or if we do not receive all of the necessary information from you on a timely basis. We expect to begin the preparation of your returns within ten business days from the date you provide us with all your tax documents and/or other information requested by our office. In order to prepare your income tax returns in time for you to file the returns by the initial filing due dates we must receive your firm's final year-end information necessary to prepare accurate returns no later than February 15. If you are unable to provide to us all the necessary information by February 15 to allow for the timely preparation of your tax returns, you must contact us and request that we apply for an extension of the filing deadline on your behalf. Applying for an extension of time to file may extend the time available for a government agency to undertake an audit of your return or may extend the statute of limitations. Additionally, extensions may affect your liability for penalties and interest or compliance with government or other deadlines. As the taxpayer, responsibility for paying any such penalties and/or interest remains with you. We assume no liability for any such penalties and/or interest. We are available to discuss this matter with you at your request should the need arise. You and the company are solely responsible for determining your state and local tax filing obligations with respect to all federal, state and local tax authorities including but not limited to income, franchise, sales and use, payroll, and excise taxes. You agree that we have no responsibility to research these obligations or to inform you of them. If the company has tax filing requirements in a given state or local municipality but does not file that return, there could be possible adverse ramifications such as an unlimited statute of limitations, penalties, etc. As the taxpayer, responsibility for any such penalties, interest, assessments, and all related damages remains with you. We are not responsible for any such penalties, or related damages. If it comes to our attention that you may have an obligation to file additional tax returns, we will notify you of this in writing and ask you to contact us. If you ask us to prepare these returns, we may confirm this in a letter and detail the additional charges for this service. You and the company are responsible for compliance with all federal, state and local laws and regulations. Further, you have sole responsibility to determine the applicability of, and for your compliance with the Patient Protection and Affordable Care Act (hereinafter "the ACA"). Such responsibility includes but is not necessarily limited to compliance costs and/or penalties that may be imposed for non-compliance. You agree with us that we are not responsible to consider, plan for, or otherwise advise you regarding compliance with the ACA, nor for any costs or penalties. However, at our option, and from time-to-time, we may provide you with certain general information that may be useful to you in this regard.
Sales Tax Returns
These returns and related tax remittance payments are due the 20th day of each following month or on the last day of each following month, depending upon the specific requirements imposed on the company. The services we will provide with regards to your sales tax returns and submissions are based on information that you provide to us. We will not audit or otherwise verify the information you provide. You will need to verify the completeness and accuracy of this information before you submit it to us. You agree that you are responsible to determine the tax ability of sales and/or use transactions by any taxing authorities. We may initiate electronic funds transfers (EFT) for the remittance of your sales/use tax. Any such transfers shall be drawn on your bank account, not ours. The amount of such transfers will be calculated based on information provided to us by your company. Our services will be complete for each month upon our submission of the company's sales tax return, submission processing of the applicable payment and notifying you of the amount and remittance date. You agree to provide us with complete and accurate information on or before the 5th day of each month in order to allow time to complete these services. The taxing authorities may, from time-to-time, change the frequency and/or due dates with which you are required to file your sales/use tax returns. You agree that you are responsible to notify us immediately, and in writing, of any changes to your filing frequency and/or due dates in order to minimize any late filing and/or late payment penalties. If you do not provide complete and accurate sales tax information on or before the 5th day of each month, or do not timely advise us of changes in your filing and payment requirements and/or deadlines, we may be unable to process your return(s) and/or tax remittance transactions before the filing/payment due date. Failure to meet filing and/or filing deadlines may affect your liability for penalties and interest or compliance with government or other deadlines. You agree that we will not be responsible for your failure to provide us with timely and accurate information, meet government and other filing deadlines, for any amount of tax, penalties or interest that may be assessed against you, nor for any other damages (including consequential damages) incurred as a result of any late filing, late payment, or failure to file any tax return or payment. If you are unable to make the payment, our services will be deemed complete at the time of the notification of the amount due. Additional fees may apply for our work after the due date to coordinate the applicable payments.
Business Tangible Personal Property Tax Return
We will prepare one annual return for your single business location. We will charge additional fees to prepare returns for any additional business locations. If you do not provide us with information to prepare the return(s) before the filing due date, we will have no responsibility to prepare the return(s) and may not prepare such returns and our engagement for preparation of the return(s) will be deemed to be satisfied upon the passing of the original due date of the return(s).
Local Business Tax Return
We will prepare one annual return for both the county and city for your single business location. We will charge additional fees to prepare returns for any additional business locations. If you do not provide us with information to prepare the return(s) before the filing due date, we will have no responsibility to prepare the return(s) and may not prepare such returns and our engagement for preparation of the return(s) will be deemed to be satisfied upon the passing of the original due date of the return(s).
Forms 1099-Misc
We will prepare Form(s) 1099-Misc, Statement for Recipients of Miscellaneous Income, which are due to be provided to recipients and filed to the IRS by January 31st. You are responsible to determine any and all required recipients of Forms 1099, if any. However, we may provide some assistance in this regard. We will prepare these returns based on summarized information compiled by you and provided to us. You agree to provide us with this information on or before January 10th. If we do not receive complete information from you in a timely manner, we will have no obligation to prepare such returns and may not prepare such returns and our responsibility to prepare the return(s) and our engagement for preparation of the return(s) will be deemed to be satisfied upon the passing of the original due date of the return(s).
Our firm's work is guaranteed to your satisfaction
If you are not completely satisfied with our services, we will, at our option, refund a portion of our fees associated with that service, or provide additional services that we feel may be required. In any such instance, we will determine the amount of our fees that are attributable to that service for purposes of the refund. As a condition for this guarantee, and in order to enhance our ability to provide you with the best possible service, you agree to advise us, in writing and within ten (10) days of completion of any such services that are not provided to your satisfaction.
Management Duties
We may provide advice, research materials and/or recommendations to assist you and/or your management in performing its functions and making decisions. However, you agree that you, your management and your employees are responsible for making management decisions and performing management functions, authorizing all transactions, proper recording of transactions in the books and records, the safekeeping of assets, and the accuracy of the company's financial statements and other records, and for compliance with all applicable laws, regulations and/or funding agreements. You agree that we have no responsibility for these items. Further, you agree that you will not and are not entitled to rely on any advice unless it is provided in writing on official RCN CPAs & Business Advisors, LLC letterhead.
Undertaking-to-be-Truthful
You acknowledge that as a condition of our agreement to perform the services outlined in this Engagement Letter, you agree to the best of your knowledge and belief to be truthful, accurate, and complete in the representations you make to us during the course of the services.
Use of English Language for all Communications
You and the company represent that you have adequate command of the English language to understand this engagement and the work product that we will provide in conjunction with our services. You and the company further acknowledge and agree that all returns, reports, correspondence, communication, and other information we provide in conjunction with our services will be in the English language. You and the company represent to us that you are able to fully comprehend and understand our communications in the English language and that in the event you require assistance in understanding any such information, you will contact us for clarification within 10 business days of the date we deliver any such communication so that we can provide additional explanation. You and the company agree that we have no responsibility to provide any returns, reports, correspondence, communication, or other information to you in any language other than English and that if any need arises for translation of our work product arises, you and the company have sole responsibility to obtain sufficient clarification and/or assistance with language translation to meet your needs.
Timely and Accurate Information
You agree to provide us with timely, complete, and accurate information. We are not responsible for your failure to provide us with timely, complete, and accurate information, meet government and other filing deadlines, for any amount of tax, penalties or interest that may be assessed against you, nor for any other damages (including consequential damages) incurred as a result of any late filing, late payment, or failure to file any tax return or payment resulting from your failure to provide us with timely, complete, and accurate information. You will provide by pickup, delivery, mail, or email all financial data we will need to provide the above described services by the5thof every month. A late charge of $40.00 may be assessed after the 10th of the month if the information is not received.
Limits of Our Liability
You and your company acknowledge and agree that in no event shall the liability of RCN CPAs & Business Advisors, LLC for any and all claims, damages, and costs of you and company arising from this engagement exceed the total fees paid by company to RCN CPAs & Business Advisors, LLC for the services rendered by RCN CPAs & Business Advisors, LLC under this Engagement Letter.
Indemnification
You and company shall protect, defend, hold harmless and indemnify RCN CPAs & Business Advisors, LLC and its officers, directors, shareholders, employees and agents, executors, personal representatives, successors, and assigns, on demand, from, against and in respect of any and all losses, liabilities, deficiencies, penalties, fines, costs, damages and expenses whatsoever (including, without limitation, reasonable attorney and professional fees and costs of investigation, litigation, settlement, and judgment and interest) that may be suffered or incurred by RCN CPAs & Business Advisors, LLC arising by reason of your or company knowing misrepresentations, intentional withholding or concealment of information, negligence or failure to perform your or Company Name's obligations under this Engagement Letter. You and company also agree to indemnify RCN CPAs & Business Advisors, LLC and its officers, directors, shareholders, employees and agents, executors, personal representatives, successors, and assigns for any and all claims made against RCN CPAs & Business Advisors, LLC and its officers, directors, shareholders, employees and agents, executors, personal representatives, successors, and assigns by third parties, which arise from any of these actions by you, company, and/or its shareholders, officers, directors, employees, agents, successors and assigns. 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 Engagement Letter.
Waiver
No failure on the part of any party to exercise any power or right given hereunder or to insist upon strict compliance with any obligation specified herein, and no custom or practice at variance with the terms hereof, shall constitute a waiver of any party's right to demand exact compliance with the terms hereof. No delay on the part of any party in the exercise of any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any other power or right.
Records Retention
During this engagement, we may need to refer to selected records of company and may photocopy certain of these records for our working papers. It is our policy that all of your original records be returned to you after our use. It is your responsibility to retain your records as you deem appropriate. Your records are the primary records for your operations and comprise the backup and support for your financial reports and tax returns. Our working papers, including any photocopies that we make of records you provide to us, are our property and will be retained by us in accordance with our established records retention policy. This policy stipulates that, in general, we will retain these working papers for a period of at least six (6) years. After this period expires, the files will be destroyed.
Term of Service
The term of services of this agreement is month to month commencing upon the date of the signed agreement. This agreement rolls over month to month unless either party exercises their right to terminate said agreement as described below or a subsequent agreement is made.
Termination
It is understood that any unpaid services that are outstanding at the date of termination are to be paid in full within ten (10) days from the date of termination. We reserve the right to withdraw from this engagement without completing the work if you fail to comply with the terms of this engagement letter. If any portion of this agreement is deemed invalid or unenforceable, the finding shall not invalidate the remainder of the terms set forth in this engagement letter. All fees shall be earned when paid and are non-refundable. In the event collection proceedings are instituted to enforce payment, the client will be charged reasonable collection costs, including attorney's fees. RCN CPAs & Business Advisors reserves the right to terminate this agreement if the client does not report for 60 days. Either party may terminate upon 30 days written notice at any time. We reserve the right to terminate services in the event that any insufficient fees, taxes, or direct deposits are not reimbursed within 1 business day from notification from RCN CPAs & Business Advisors, LLC. You agree to provide us with requested information, documentation, and explanations supporting data to be included in the reports and returns described in this letter on a timely basis. If you fail to comply with this requirement or any of the terms of this engagement, we reserve the right to withdraw from this engagement without completing your reports and/or returns. In any case, our fees will be deemed earned when received, and we will not be responsible for any tax, interest, penalties, damages (including consequential damages) that any taxing authority, or other third-party, may levy against you for failure to file any report or return, or late filing of your returns, or late payment of any tax. Upon termination of our engagement, we will not be responsible to provide any further services beyond the date of termination.
Personal Guarantee
You, by signing this form, are personally liable for any unpaid amounts.
Designation of Client Contact
Management decisions on tax or accounting issues or on other matters with a significant and continuing effect on your company may be required during the engagement. Additionally, information about your company will be needed by us to render the services described in this letter. You authorize us to rely upon any of your representative(s) for answers to all of our inquiries, and you understand that your representative's responses will be binding upon you. If, during the course of our services, you experience any service problems or wish to change or expand the services we have agreed to perform, you agree to contact our office.
Staffing
It is agreed the services we render as a part of this engagement may be performed by any of our employees, independent contractors, or combination thereof as we see fit, in our sole discretion.
Use of Outside Consultants/Experts
If, in our professional judgment, the need arises to engage an outside party for any specialized consultation (including, but not limited to, consultation regarding specialized accounting or tax issues, etc.), we may facilitate the use of such third party, and you will be responsible for paying such third party's fees and expenses. Of course, we will consult with you and obtain your authorization prior to engaging any third party on your behalf. If you do not provide authorization for us to engage such outside party, we reserve the right to withdraw from this engagement without completing our services.
Non-solicitation
During the term of this engagement and for a period of two years after the documents have been delivered, you agree not to solicit, hire or contract with any RCN CPAs & Business Advisors, LLC employee or subcontractor that was employed by or under contract to RCN CPAs & Business Advisors, LLC at any time during the term of this Agreement. Violations are subject to payment by Client to RCN CPAs & Business Advisors, LLC of a recruiting fee equal to the amount paid by RCN CPAs & Business Advisors, LLC to said person for the past 6 months or $80,000 whichever is greater.
Electronic Communication
In the interest of facilitating our services to your company, we may communicate by facsimile transmission or send electronic mail over the Internet. Such communication may include information that is confidential to you and/or the company. Our firm employs measures in the use of facsimile machines and computer technology designed to maintain data security. While we will use reasonable efforts to keep such communications secure in accordance with our obligations under applicable laws and professional standards, you recognize and accept that we have no control over the unauthorized interception of these communications once they have been sent and you consent to our use of these electronic devices during this engagement.
