Re: Letter of Engagement & Contract for Services with TMB Tax & Financial Services
This letter of engagement & contract is to confirm and specify the terms of our engagement with you, the Client, effective on this date of signature to better understand each party’s obligations.
Scope Of Work
This letter is to confirm the firm’s understanding of the services to be rendered. We hope to better meet your expectations of service by clearly identifying the services to be provided and their frequency.
None of the services can be relied on to detect errors, fraud, or other illegal acts that may exist. However, we will inform you of any material errors, fraud or illegal acts that come to our attention, unless they are clearly inconsequential. In addition, we have no responsibility to identify and communicate significant deficiencies or material weaknesses in your internal control as part of this engagement.
We will provide the above services(s) noted above from information furnished to us by you or by your designated person. If you believe there is any additional information available which might be applicable to any of the areas listed or discussed, please advise us so that we may consider such data. We will not audit or independently verify any data submitted. However, we may ask you to clarify certain information or furnish us with additional data.
We will also be available to answer inquiries on specific matters or assist you in planning to minimize income taxes or related financial or business matters. All tax returns are subject to review by the taxing authorities. In the event of a government tax audit and/or other entity-related audit, we will be available upon request to represent or assist you. Such additional services are not included in our fee for preparation of the return.
Services Outside the Scope of this Letter
You may request that we perform additional services at a future date not included in this engagement letter. If this occurs, we will communicate regarding the scope and estimated cost of these additional services. Engagements for additional services will make necessary we issue a separate engagement letter to reflect the obligations of both parties.
Tax and/or Accounting Related Services
The ever-increasing complexity of tax law has added considerably to the efforts required in preparing your returns. Further, in the past several years, Congress has legislated a number of “penalty” provisions which are intended to enforce new and stricter standards of compliance with the tax laws. Penalties for failure to comply with these standards can be substantial. As a result, it has become increasingly important for you to carefully organize tax records in assisting preparation, as well as provide support and substantiation and to keep us informed of circumstances that may require additional consideration.
For example, your deductions for “listed property” (including automobiles), travel expenses and entertainment must be supported by the necessary records, as required under Section 274 of the Internal Revenue Code. If you have any questions as to the type of records required, please ask us for advice in that regard.
We will use our best professional judgment in preparing your returns, but we cannot assure that positions taken on your tax returns will not be contested by federal or state authorities. If the tax liability should be contested, there may be additional assessments of tax, interest and penalties which are your responsibility.
We will prepare the tax returns noted above from information furnished to us by you or by your designated person. If you believe there is any additional information available which might be applicable to any of the areas listed or discussed, please advise us so that we may consider such data. We will not audit or independently verify any data submitted. However, we may ask you to clarify certain information or furnish us with additional data.
What We’ll Do
On a periodic basis, we will review all accounting transactions for our client. This includes checks, deposits, and other transactions affecting the checking account. It also includes estimates, invoices, credit memos, and all customer transactions. It includes vendor transactions: bills, item receipts, checks, credit card charges and purchase orders. We will review the bank reconciliation for the checking account. We will also enter adjusting journal entries as necessary, including depreciation.
What We Won’t Do
We will make no attempt to adjust the records to reflect Generally Accepted Accounting Principles or to reflect proper tax record keeping. We will not audit or verify the data you submit. We may provide reports that contain portions of financial information; these reports are for internal management use only. We will not provide any financial statements and will not perform any compilation, review or audit of any of the financial information, we do not, at any time, provide legal services, of any type. We have not been requested to discover errors, misrepresentations, fraud, illegal acts or theft. Therefore, we have not included any procedures designed or intended to discover such acts, and you agree we have no responsibility to do so.
What We Need From You
To perform our services, we will need to obtain information on a timely and periodic basis from your company. The accounting file and any other items that we obtain from you will be used without any further verification or investigation on your part.
Error, fraud or theft. Our engagement does not include any procedures designed to discover errors, fraud or theft. Therefore, our engagement cannot be relied upon to disclose such matters.
This engagement does not include responding to inquiries by any governmental agency or tax authority. If your tax return is selected for examination or audit, you may request that we assist you in responding to such an inquiry. If you ask us to represent you, we will confirm this in a separate engagement letter and delineate how additional charges for this service will be calculated.
Responding to Subpoenas
All information you provide to us in connection with this engagement will be maintained by us on a strictly confidential basis. 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 and we are not prohibited from doing so by law or regulation, we agree to inform you of such summons or subpoena as soon as practical.
You may, within the time frame permitted for our firm to respond to any request, initiate such legal action as you deem appropriate at your own expense to attempt to limit 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. If 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.
Responding to Outside Inquiries
We may receive requests for information in our possession arising out of this engagement. The requests may come from governmental agencies, courts, or other tribunals. If permitted, we may notify you of any request for information prior to responding. In certain proceedings, an accountant-client privilege may exist. You agree that we are not under any obligation to assert any privilege to protect the release of information. You may, prior to our response to any request, initiate legal action to prevent or limit our response. Unless you promptly initiate such action after we notify you at your last known address, as reflected in our files, we will release the information requested.
In accordance with the Federal Trade Commission rule, Privacy of Consumer Financial Information, we are required to inform you of our policy regarding privacy of client information.
Types of Nonpublic Personal Information
We collect nonpublic personal information about you that is provided to us by you or obtained by us from third parties with your authorization.
Parties to Whom We Disclose Information
For current and former clients, we do not disclose any nonpublic personal information obtained in the course of our practice except as required or permitted by law. Permitted disclosures include, for instance, providing information to our employees, and in limited situations, to unrelated third parties who need to know that information to assist us in providing services to you. In all such situations, we stress the confidential nature of information being shared.
Protecting the Confidentiality and Security of Current and Former Clients’ Information
We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and, in some cases, to comply with professional guidelines. To guard your nonpublic personal information, we maintain physical, electronic and procedural safeguards that comply with our professional standards.
Electronic Data Communication and Storage
In the interest of facilitating our services to your company, we may send data over the Internet, store electronic data via computer software applications hosted remotely on the Internet, or allow access of data through third-party vendors’ secured portals or clouds. Electronic data that is confidential to your company 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, and we require all of our third-party vendors to do the same.
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, and consent to our use of these electronic devices and applications during this engagement.
Refund & Dispute Policy
Due to the nature of the products and services that we offer, including, but not limited to, the time that we will invest in your specific client file, we do not offer refunds for any of our products or services and you waive the right to dispute any charges made from working within this engagement.
We reserve the right to withdraw from this engagement without rendering services for any reason, if you fail to comply with the terms of this engagement letter, if you disagree with our recommendations regarding financial reporting presentation, or if we determine professional standards required for our withdrawal for any other reason.
For our subscription services, monthly, and/or quarterly bookkeeping packages, you must provide us with at least a 60-day notice prior to the termination of our services. Failure to allow at least a 60-day notice may result in your company experiencing additional charges to terminate the agreement.
At the completion of our engagement, the original source documents will be returned to you. Workpapers and other documents created by us are our property. Such original workpapers will remain in our control, and copies are not to be distributed without our prior written consent. 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.
All invoices are payable upon receipt. Amounts not paid within 30 days from the invoice date will be subject to a late payment charge of 1.5% per month (18% per year). If for any reason the account is turned over to an attorney for collection, an additional charge of 33 I/ 3% will be added to cover collection costs.
In the event of a dispute related in any way to our services, our firm and you agree to discuss the dispute and, if necessary, to promptly mediate in a good faith effort to resolve. We will agree on a mediator, but if we cannot, either of us may apply to a court having personal jurisdiction over the parties for appointment of a mediator. We will share the mediator’s fees and expenses equally, but otherwise will bear our own attorneys’ fees and mediation cost. Participation in such mediation shall be a condition to either of us initiating litigation. In order to allow time for the mediation. any applicable statute of limitations shall be tolled for a period not to exceed 120 days from the date either of us first requests in writing to mediate the dispute. The mediation shall be confidential in all respects, as allowed or required by law, except our final settlement positions at mediation shall be admissible in litigation to determine the prevailing party’s identity for awarding attorneys’ fees.
We have the right to withdraw from this engagement, in our discretion, if you do not provide us with any information we request in a timely manner, refuse to cooperate with our reasonable requests or misrepresent any facts. Our withdrawal will release us from any obligation to complete your return and will complete our engagement. You agree to compensate us for our time and out-of-pocket expenses through the date of our withdrawal.
If the foregoing correctly sets forth your understanding of our tax engagement, please sign this letter in the space below and return it to our office. If you disagree with any of these terms or require additional services from us, please notify us immediately.
Thank you for this opportunity to serve you.
Your acceptance will initiate the work discussed with us. We will not proceed further without this accepted letter and a payment for services (where indicated).