GENERAL TERMS APPLICABLE TO ALL SERVICES PROVIDED BY

STAPLEY ADVISORY AND ACCOUNTING SERVICES, LLC

1. Service Guarantee

We stand behind our quality services. If you are unhappy with the quality of services, we will strive to find a solution that meets your satisfaction.

2. Term

Unless otherwise specified in your engagement agreement, the term of your engagement is for a period of one year from the date you engage Stapley Advisory and Accounting Services, LLC.

3. Termination

Either party may terminate this Agreement at any time, for any reason, within 10 days of written notice to the other party. It is understood that any unpaid services that are outstanding at the date of termination are to be paid in full within 10 days from the date of termination.

4. Tax Authority Review

There is always a possibility that your return may be chosen for examination by a taxing authority.  Any proposed adjustments are subject to appeal. In such an event, we can arrange to be available to represent you. This would be a separate engagement from the preparation of your tax returns
with its own engagement letter, and subject to additional fees per agreement for that engagement.

5. General Client Responsibilities

5.1 Complete Information

You are required to provide us with all the information required to perform the services you request from us, including supporting documentation for completing your tax returns. You must provide us with accurate and complete information. For income tax returns, income from all sources, including those outside of the U.S., is required to be reported. You should keep all cancelled checks, receipts, and other documents that support the reported income and deductions on your return. These may be necessary to prove the accuracy and completeness of the returns to a taxing authority. You are ultimately responsible for what is claimed on your tax returns, so you should review your returns carefully before signing them. We will be happy to give you any explanations that you need.
Providing us with complete and organized information is the best way to reduce your tax preparation costs. We will prepare the returns from information which you will furnish to us. It is your responsibility to provide all the information required for the preparation of complete and accurate returns. We will furnish you with a Tax Organizer checklist and/or worksheets as needed to guide you in gathering the necessary information. Your use of such forms will assist us in keeping our fee to a minimum. To the extent we render any accounting and/or bookkeeping assistance, it will be limited to those tasks we deem necessary for preparation of the returns.

5.2 Management Responsibilities for Financial Records

For a business, its management is responsible for proper recording of transactions in the accounts, safeguarding assets, and for the substantial accuracy of the financial records. Because management has final responsibility for any tax returns, they should review the prepared returns carefully before they are signed and filed.

5.3 Client to Provide and Retain Documentation; No Liability for Missing Information

You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. Our records are not a substitute for yours. You should retain all documents that provide evidence and support for reported income, credits, deductions, and other information on your returns, as required under applicable tax laws and regulations. You represent that you have such documentation and can produce it, if necessary, to respond to any audit or inquiry by tax authorities. You will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees, resulting from the disallowance of tax deductions due to inadequate documentation. If you have any questions about what records you need to keep, please ask us.

5.4 Personal Expenses

You are responsible for ensuring that personal expenses, if any, are segregated from business expenses and that expenses such as meals, travel, vehicle use, gifts, and related expenses are supported by documentation and records required by the IRS and other tax authorities. At your written request, we are available to provide you with written answers to your questions on the types of supporting records required.

5.5 Ultimate Responsibility

In the event that you do not wish to have your tax returns filed electronically, please contact our firm. You will be responsible for reviewing the paper returns for accuracy, signing them, and filing them timely with the tax authorities.

6. Penalties

Federal and state taxing authorities impose significant penalties if either accountant or client fails to uphold our responsibilities. The law imposes penalties and interest if you understate your tax liability or fail to maintain the proper records. The law imposes penalties on us if we do not complete your return with the level of competence expected of a tax professional or if we are associated with a return that takes a questionable tax position. If you are in doubt about whether any particular situation might subject you to a penalty, please ask about it.
Additionally Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file or late filing of returns, and underpayment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities.

7. Communications

In connection with this engagement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

8. Confidentiality.

During the term of our engagement and thereafter, each party shall maintain the confidentiality of all information received from the other party that is reasonably considered confidential, whether or not specifically designated as such (“Confidential Information”). This obligation includes such Confidential Information to any third party without the prior written consent of the other party. Both parties shall take reasonable measures to protect the confidentiality of such information. A party may, but is not required to, specifically designate certain information or documents as confidential. Failure to designate specific information as confidential information will not constitute a waiver of any claim for confidentiality with respect to such information.

9. Payments for Services

9.1 Due Dates; Late Fees; Interest

Client shall pay to Stapley Advisory and Accounting Services, LLC all amounts outlined in the applicable proposal. Client understands the services to be performed under the applicable proposal. Our fees for services are based upon the complexity of the expected work to be performed, our professional time, plus out-of-pocket expenses. All invoices are due and payable, and the amounts are deemed earned and nonrefundable, upon presentation. 

To the extent permitted by state law, an interest charge will be added to all accounts not paid within fifteen (15) days up to 1.5% per month. In the event of a returned check, there will be a $35.00 returned check fee charge. Any accounts outstanding over 15 days after the date of invoice will be assessed a $5.00 rebilling fee and an additional $5.00 each month there remains an unpaid balance. Should it be necessary to assign the account to a collection agency, the responsible party agrees to pay a collection fee of 40% of the total unpaid principal, and all legal fees of collection, without suit, including attorney fees, court costs and filing fees.

9.2 Recurring Payments

For ongoing services, such as payroll support or account maintenance, payments are to be withdrawn automatically by Stapley Advisory and Accounting Services, LLC on the schedule provided for in your engagement agreement. If credit card or bank account changes, client will notify Stapley Advisory and Accounting Services of the updated payment method.

10. No Unauthorized Work

Both parties agree that if a significant need arises outside the scope of this agreement, Stapley Advisory and Accounting Services, LLC may perform this additional service after establishing a mutually agreed-upon price. Minor requests estimated to incur fees of less than $250 may be performed upon written request from client without Stapley Advisory and Accounting Services, LLC providing a prior commitment on pricing.
If you ever receive an invoice without first authorizing the service, you are not obligated to pay for that service. Stapley Advisory and Accounting Services, LLC may not be held liable for not performing work you did not authorize.

11. Bookkeeping assistance

We may deem it necessary to provide you with accounting and bookkeeping assistance solely for the purpose of preparing the tax returns. These services will be performed solely in accordance with the AICPA Code of Professional Conduct. In the event we conclude that such services are necessary to prepare your tax returns, we will advise you in writing before services are performed and bill you for the required services. These services will be billed at our standard hourly rates and will be subject to the terms of this Agreement.

12. Limited Scope of Services

We will make no attempt to adjust the records to reflect generally accepted accounting principles (GAAP). We also will not audit or verify the data you submit. We may provide reports which contain portions of financial information; these reports are for internal management use only. We will not provide any financial statements (other than those used for internal management purposes and subject to interpretation by your CPA or tax professional for tax purposes) 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, and therefore, have not included any procedures designed or intended to discover such acts, and you agree we have no responsibility to do so.
For more information about restrictions on the type of services offered by Stapley Advisory and Accounting Services, LLC, please see Paragraph 14 below.

13. Additional Services Available by Agreement

Accounts Receivable Management
Accounts Payable Management
1099 Processing
Vendor Center Management
Customer Center Management

14. Other Services We Do Not Provide

14.1 Inventory Management

This includes, but is not limited to, inventory counts and reconciliation of inventory records. Stapley Advisory and Accounting Services, LLC will not make decisions on inventory management levels or costs.

14.2 Contracts

Stapley Advisory and Accounting Services, LLC cannot provide any legal advice or draft legal contracts. Stapley Advisory and Accounting Services, LLC does not provide or draft any contracts with your customers or vendors. All contracts will need to be negotiated by you. Details about a contract which have an impact on your listed services above will need to be provided. If you need assistance with contracts, we can refer you to a legal representative.

14.3 Human Resources Management

Stapley Advisory and Accounting Services, LLC cannot provide any legal advice. Stapley Advisory and Accounting Services, LLC will not act as your Human Resources management outsource. We do not provide Human Resources advice, nor act as your plan administrator for any retirement account plans. This includes management of employee files, timekeeping, or any other employment related issues, any employment Human Resources services or documents; any employment related human Resources forms; any fringe benefits or selling of any financial products/insurance; nor any employment legal advice such as hiring, termination, etc.

14.4 Asset Management

Stapley Advisory and Accounting Services, LLC does not provide asset management services. We will record business asset purchases in the accounting software file. It is your responsibility to ensure accuracy of this asset list and update us as necessary.

14.5 Legal Services or Advice

Stapley Advisory and Accounting Services, LLC does not provide any legal services or advice

15. Corporate Transparency Act Compliance

The newly enacted Corporate Transparency Act (“CTA”), effective as of January 2024, applies to many small businesses, including many of our clients. While we can assist in (i) determining whether you are required to comply, and (ii) ensuring you are in compliance with the CTA, we are not liable for your failure to either come into compliance or request our assistance in doing so. You must request assistance to comply with the CTA in writing and provide all required information. Furthermore, if you do not, or do not timely, provide Stapley Advisory and Accounting Services, LLC with the information required to be disclosed under the CTA, Stapley Advisory and Accounting Services, LLC may decline to perform the service, return any fees paid, and will thereafter not be liable for any failure on your part to comply with the CTA.

16. Indemnification; Limitation of Liability

16.1 Limitation of Liability

Under no circumstances may either party be liable to the other party or to any third party for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, revenue, or business opportunities, arising out of or in connection with this Agreement, regardless of whether such damages were foreseeable and whether or not such party has been advised of the possibility of such damages.

16.2 Exclusion of Liability

The parties agree that the limitations set forth in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and survive the termination of our engagement agreement.

16.3 Indemnification

Client shall indemnify Stapley Advisory and Accounting Services, LLC and its directors, officers, employees, agents, and assigns from and against any and all losses, damages, liabilities, claims, demands, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney’s fees, that result from any third-party claim arising out of or in connection with any breach of client’s representations and warranties or any breach of client’s covenants under this Agreement.

17. Dispute Resolution

In the event of any dispute arising form our engagement, the parties shall first attempt amicable resolution through good faith negotiations. Each party shall make a reasonable effort to resolve the dispute, considering the other’s position and proposing fair solutions. If the parties cannot resolve the dispute through direct negotiation, the parties shall engage in formal mediation before pursing legal remedy in court. Notwithstanding the foregoing, either party may bring a qualifying dispute before a small claims court.

18. Attorney’s Fees

In the event of any legal action arising out of or related to our engagement agreement, the substantially prevailing party shall be entitled to recover its reasonable attorney’s fees and costs from the other party. The substantially prevailing party shall be determined by the court in which such action is brought and includes, without limitation, a party that prevails on the substance of its claims or counterclaims, as well as any other relief awarded.

19. Documents Retained by Stapley Advisory and Accounting Services

We will retain copies of records you supplied to us along with our work papers for your engagement for a period of seven years. After seven years, our work papers and engagement files will be destroyed. All of your original records will be returned to you at the end of this engagement. You should keep the original records in secure storage.

20. Non-Waiver

No waiver of any term, provision or condition of our engagement, whether by conduct or otherwise, in any one or more instances, may be deemed to be, or may constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor may such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver may be binding unless executed in writing by the party making the waiver.

21. Survival

The rights and obligations of the parties under our engagement agreement that by their nature would continue beyond the termination or expiration of our engagement agreement survive such termination or expiration and continue in full force and effect.

22. Amendment

These General Terms, along with any information provided on our website, are subject to change at any time without advance notice.

23. Severability

If any provision of these General Terms or our engagement agreement is determined to be invalid or unenforceable, such invalidity or unenforceability will not affect any other provision hereof, and General Terms and our engagement agreement will be construed as if such invalid or unenforceable provision had never been contained herein. The parties shall use commercially reasonable efforts to replace such invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the original commercial intent and economic effect of such invalid or unenforceable provision.

24. Governing Law

Our engagement agreement is governed by and construed in accordance with the laws of the State of Utah without giving effect to any choice or conflict of law provision or rule.

25. Government inquiries

Unless specified, our 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 our assistance in responding to such an inquiry. If you ask us to represent you, and we agree, we will confirm this engagement in a separate written agreement.

26. Third party requests

We will not respond to any request from banks, mortgage brokers or others for verification of any information reported on these tax returns. We do not communicate with third parties or provide them with copies of tax returns.

27. Interpretation

In these General Terms and your engagement agreement, unless the context otherwise requires:
(a) Headings are for convenience only and may not affect the interpretation of this Agreement;
(b) Words importing the singular include the plural and vice versa;
(c) References to a gender include the other gender;
(d) References to a statute or other law include all regulations and other instruments under
it and all consolidations, amendments, re-enactments or replacements of any of them;
(e) The word “may” is permissive;
(f) The words “may not” are prohibitive;
(g) The word “shall” is mandatory or required;
(f) The present tense includes the future tense, unless otherwise specified.