The following policies apply to our performance of services on behalf of our clients, unless other arrangements are made in writing.
This is being furnished to you as required by the Gramm-Leach-Bliley act of 1999, which addresses in part the protection of individuals’ privacy. This is the annual notice required by law.
It has long been the policy of our firm to treat any information concerning our clients and former clients with strict confidentiality. Consistent with that policy, we restrict access to nonpublic personal information concerning you to staff members who must have it in order to provide you the products and services for which you have retained us. We do not disclose any personal or confidential information to anyone else without your express permission to do so, except as permitted by law. In addition, we maintain physical, electronic and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. We may disclose any nonpublic personal information that we collect about our customers or former customers to our affiliates or to non-affiliated third parties as permitted by law.
You understand that we make no representation, warranty or promise, and offer no opinion, with respect to the applicability of any confidentiality privilege to any information supplied or to any communications you have with us, and you agree that we shall have no liability to you should the privilege be determined not to apply to particular information or communications.
As part of performing services, including the preparation of tax returns, we may communicate with others, and you hereby authorize that communication. When applicable under the Internal Revenue Code or otherwise, we will obtain your specific consent prior to disclosing information, and you agree to execute such other documents or forms as may be necessary to document the granting of such consent.
2. Record Retention Policy.
In accordance with our firm’s current record retention policy, we will retain our work papers and copies of your financial reports and other records for the engagement for seven calendar years after the calendar year in which the work was performed. We will provide you copies of all reports prepared that should be a part of your books and records. If you should need replacements, we will provide additional copies at our standard copying fee. At our option, copies may be provided in .pdf or similar electronic form. All of your original records will be returned to you. After seven years, our records pertaining to this engagement will no longer be available. Physical deterioration or catastrophic events may shorten the term during which our records will be available. The working papers and files of our firm are not a substitute for the original records of your company. It is agreed and understood that in connection with the performance of our engagement, the work papers prepared by us will remain our property.
3.Invoices; Payment; Interest on Past Due Invoices.
Our Fee is whether or not an invoice is received. If we invoice you, payment is due and payable on receipt. To the extent permitted by state law, we reserve the right to add interest charges of one percent (1%) per month, compounded monthly, on all balances not paid within thirty (30) days of the invoice date. If you do not adhere to these payment arrangements, we reserve the right to suspend work until the account is brought current, require additional security, or terminate or revise the terms and conditions of this engagement.
We reserve the right to request an appropriate deposit as security for payment of our fees and other charges. This deposit, unless it is applied to outstanding invoices, will be held by us as security for your payment of our invoices from other funding sources. In the event the deposit is utilized to cover any unpaid invoices, we reserve the right to require that the deposit be replenished. Any unapplied balance remaining from the deposit at the conclusion of a project after payment of all invoices will be promptly sent to you.
If we are required to resort to judicial proceedings to collect or recover from you any monies which may be due to us in respect of this engagement, whether for our fees, costs and expenses advanced or incurred by us on your behalf, or otherwise, we shall also be entitled to collect and recover from you in such proceedings all costs and expenses incurred by us in the prosecution of such proceedings, including the reasonable attorneys’ fees and expenses of our counsel in such proceedings.
Although we may from time to time respond to a client request for an estimate of the amount(s) of fees and/or costs and expenses that may be incurred in an engagement, or on a particular task or undertaking in furtherance of an engagement, such estimates, even though given by us in good faith and on the basis of our best judgment when given, are inherently inexact and are always subject to unforeseen contingencies and changed facts and/or circumstances. Accordingly, we cannot and will not be bound by any such estimates, and will not, except to the extent that we may expressly agree in writing at the time such estimate is given, limit our compensation to the amount(s) of any such estimates.
If there are limitations on how you would like us to communicate with you in connection with this engagement, please advise us of your preference(s) as to acceptable methods of communication. For example, some methods of communication, such as facsimile transmissions or e-mail correspondence may not be convenient for some clients or may be considered to compromise confidentiality or otherwise present greater risk of interception than other methods of communication. We will make every reasonable effort to accommodate your expressed preferences in that regard. However, unless you notify us, in writing, to the contrary, we will assume that you agree and consent to our communication with you by facsimile transmission and/or e-mail correspondence, as well as by telephone, regular mail and/or overnight courier services, as appropriate to the circumstances.
With respect to e-mail communications to us, you should be aware that, in order to reduce spam e-mail and prevent viruses from entering our computer network, we may utilize computer software and engage the services of an independent third-party contractor or contractors to filter our incoming e-mail correspondence. This filtering process may result in certain incoming e-mail correspondence to us (i.e., that identified as spam or suspected of having a virus) being quarantined (thus, potentially not received at our site at all) and/or delayed in reaching us. For this reason, we cannot be certain that we will receive all e-mail correspondence and/or that we will receive it in a timely manner. Therefore, if you need to communicate particularly important or time sensitive material to us, you should consider sending such communications via means other than e-mail.
8. SmallBizPros, Inc.
Our firm is an independently owned franchisee of SmallBizPros, Inc., from which we license the mark Padgett Business Services®.
9. No Attest Services.
Neither SmallBizPros, Inc. nor our firm perform any attestation services.
10. Limitations of Claims.
The nature of our services makes it difficult, with the passage of time, to gather and present evidence that fully and fairly establishes the facts underlying any dispute that may arise between us. We both agree that, notwithstanding any statute or law of limitations that might otherwise apply to a dispute that may arise between us, including one arising out of this agreement or the services performed under this agreement, for breach of contract or fiduciary duty, tort, fraud, misrepresentation or any other cause of action or remedy, any dispute must be commenced as provided below, or the party with any claim shall be forever barred from commencing a lawsuit or obtaining any legal or equitable relief or recovery. An action to recover on a dispute shall be commenced within the shorter of these periods (“Limitations Period”):
- For tax return preparation, within thirty-six (36) months after the date when we deliver the tax returns to you, regardless of whether we provide other services for you, whether or not relating to those returns.
- For tax planning engagements or general business services, within thirty six (36) months from the date of billing for the services in respect of which a claim is made.
- For all engagements, within twelve (12) months from the date when you terminate this or any other engagement of our services.
The applicable Limitations Period applies and begins to run even if you have not suffered any damage or loss, or have not become aware of the existence or possible existence of a dispute.
Our rights and interest under this engagement agreement shall be freely assignable and transferable.
12. Limitation on Damages.
As additional consideration for us to provide you these services, you agree that the extent of our liability for damages to you for any actions taken will not exceed the total amount actually paid by you for our services. You agree that this will be your only remedy and you hereby waive any other claims you have now or in the future for actual, incidental, and consequential damages, including, but not limited to, lost profits and third party claims.
13. WAIVER OF JURY TRIAL.
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED UNDER THIS AGREEMENT.
14. Choice of Law and Venue.
The laws of the Commonwealth of Pennsylvania shall govern this engagement agreement. If any controversy, dispute or claim arising out of the services rendered pursuant to this engagement is not settled by mutual agreement or arbitration, we both designate and consent to Allegheny County, Pennsylvania as the venue for resolution of any such disputes, regardless of the location of the residence or business of a party to this agreement.