Terms and Conditions Addendum – Tax Return Preparation
This addendum to the engagement letter describes our standard terms and conditions (“Terms and Conditions Addendum”) related to our provision of services to you. This addendum, in addition to the engagement letter, comprises your agreement with us (the “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.
Any reference to “firm,” “we,” “us,” or “our” is a reference to O’Shaughnessy CPA, and any reference to “you,” or “your” is a reference to the party or parties that have engaged us to provide services. References to “Agreement” mean the engagement letter, any other attachments incorporated therein, and this Terms and Conditions Addendum.
SCOPE OF SERVICES
The engagement letter confirms the terms of our engagement with you and outlines the nature and extent of the services we will provide.
DETECTION OF FRAUD OR ILLEGAL ACTS
We will perform accounting services only as needed to prepare your tax returns. The services do not include any procedures designed to detect errors, fraud, or theft. Therefore, our engagement cannot be relied upon to disclose such matters.
DURATION OF SERVICES
We expect to begin the preparation of your returns upon receipt of the executed engagement letter and all requested tax documents.
You are responsible for reviewing the accuracy of all tax returns and any accompanying schedules and statements prior to filing.
If your return is electronically filed, our services will conclude upon the earlier of the filing and acceptance of your 2023 tax returns by the appropriate taxing authorities or one (1) year from the execution date of the engagement letter.
You will be required to verify and sign a completed Form 8879, IRS e-file Signature Authorization, before your returns can be filed electronically.
If your return is filed by mail, our services will be concluded upon the earlier of delivery to you of your 2023 tax returns for your review and filing with the appropriate taxing authorities or one (1) year from the execution date of the engagement letter. You will be solely responsible for filing the returns with the appropriate taxing authorities.
The original filing due date for your income tax returns is April 15, 2024 for 2023 federal, state and local returns. It may become necessary to apply for an extension of the filing deadline 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. 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. All taxes owed are due by the original filing due date. Additionally, extensions may affect your liability for penalties and interest or compliance with government or other deadlines.
Failure to timely file for an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns, and can be substantial. As a courtesy, we file extensions on behalf of current clients with returns that are not or will not be ready for filing by the deadline.
Any communications from a client that are abusive or threatening will result in an immediate termination of the engagement in our sole discretion.
FEES AND BILLING
We will bill you for our professional fees and out-of-pocket costs upon conclusion of our services. Invoices are due and payable upon presentation. All accounts not paid within thirty (30) days are subject to interest charges to the extent permitted by law.
Our fees depend, in part, upon the availability, quality, and completeness of your records. You agree that you will deliver all records requested by our staff to complete the engagement on a timely basis. In the event your records are not submitted in a timely manner, or are incomplete or unusable, we reserve the right to charge additional fees and expenses for services required to correct the problem. If this occurs, we will contact you to discuss the matter and the anticipated delay in completing our engagement prior to rendering further services.
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 government 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 service.
The parties understand and agree that the implementation of the Agreement will be enhanced by the timely and open resolution of any disputes or disagreements between the parties. Each party hereto agrees to use its best efforts to cause any disputes or disagreements between the parties arising out of the Agreement to be considered, negotiated in good faith and resolved as soon as possible. If negotiation is not successful, then before beginning any legal proceeding, other than to enforce this section, the parties agree to engage in non-binding mediation. Either party may give written notice to the other party requesting mediation and the parties agree to use their best efforts to conduct the mediation within sixty (60) calendar days of the notice. The parties will share the cost of the mediation equally. Any mediation may occur virtually so that neither party has to incur travel costs.
Subject to the requirements above, any claim or controversy arising out of or related to the Agreement shall be submitted to arbitration in Franklin County, Ohio and in accordance with the Dispute Resolution Rules for Professional Accounting Services Dispute Resolution Rules of the American Arbitration Association (the “AAA”). The arbitration shall be concluded as soon as reasonably possible, and the arbitrator shall make a written determination of the dispute within fifteen (15) days of the completion of the arbitration hearing. The prevailing party in any such arbitration shall be awarded reasonable attorneys’ fees, expert and non-expert witness costs and expenses and all other costs and expenses incurred in connection with such arbitration, unless the arbitrator, for good cause, determines otherwise. Costs and fees of the arbitrator shall be borne by the non-prevailing party, unless the arbitrator determines otherwise. Any arbitration may occur virtually so that neither party has to incur travel costs. The arbitrator’s adjudication shall be final and fully binding upon the parties and enforceable in any court having jurisdiction thereof.
The Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to conflicts of laws principles.
You agree that any claim arising out of the engagement 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.
LIMITATION OF LIABILITY
Our firm’s liability for all claims, damages, and costs incurred by you and arising from the engagement is limited to the total amount of fees paid by you to us for services rendered under the Agreement.
In the event of a breach of your confidential information (whether of physical records or data breach), your sole recourse is limited to one (1) year of credit monitoring.
You agree to indemnify, defend, 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 engagement, regardless of the nature of the claim, and including the negligence of any party, but not to the extent caused by the gross negligence or intentional acts by our firm.
If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
ELECTRONIC DATA COMMUNICATIONS AND STORAGE
In the interest of facilitating our services to you, we may send data over the internet, store electronic data via computer software applications hosted remotely on the internet, or allow access to data through third-party vendors’ secured portals or clouds. 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 data access 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 or breach of any communications or data once it has been sent or has been subject to unauthorized access, 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 the engagement.
To enhance our services to you, we may use the O’Shaughnessy CPA Client Portal, a collaborative, virtual workspace in a protected, online environment. The Client Portal allows for real-time collaboration across geographic boundaries and time zones and allows our firm and you to share data, engagement information, knowledge, and deliverables in a protected environment. While the Client Portal backs up your files to a third-party server, we recommend that you also maintain your own backup files of these records.
At the completion of our engagement, the original source documents will be returned to you. Your records are the primary records for your operations and comprise the backup and support for your financial reports and tax returns. You should retain all documents that provide evidence and support for reported income, expenses, credits, and deductions on your returns as required under tax law. You are responsible for the adequacy of all such documents. You represent that you have such documentation and can produce it if needed to respond to any audit or inquiry by taxing authorities.
Workpapers and other documents created by us are our property and are not a substitute for your own records. Our firm destroys our engagement files and workpapers after a period of seven (7) years.
All information you provide to us in connection with the engagement will be maintained by us on a strictly confidential basis. If we receive a summons or subpoena requesting that we produce documents from the engagement or testify about the engagement and we are not prohibited from doing so by law or regulation, we agree to inform you of such requests 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 to protect information from 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. As long as 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 counsel, incurred in responding to such requests.
ELECTRONIC SIGNATURES AND COUNTERPARTS
Each party 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. The Agreement 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.