John Boyd CPA Standard Terms and Conditions
This STANDARD TERMS AND CONDITIONS AGREEMENT (“Agreement”) is between John Boyd CPA (“The Consultant”, an Indiana Sole Proprietor, and you or your company, organization, or entity (“The Client”), (collectively, the “Parties”).
Definitions and Interpretation
In this Agreement (which expression shall be deemed to include the schedules hereto):
The following expressions have the following meanings:
“Commencement Date” means the earlier of your consultancy agreement or the date of these standard terms or conditions;
“Services” means the consultancy services more particularly described in the communications with John Boyd CPA;
“Taxes” means all present and future taxes, levies, imposts, and duties of whatever nature charged by any national, supra-national or local taxing or fiscal authority including, without limitation, income tax and national insurance contributions, but not including tax payable in respect of the provision of the Services. For supra-national agreements, tax agreements will be between John Boyd CPA and another Tax representative in the nation(s) requiring compliance.
“Practice Manager” – John Boyd CPA, the Indiana Sole Proprietor, is the practice manager at John Boyd CPA, until publicly announced and ownership has changed.
“Software as a Service” - Software as a Service (SaaS) is a software delivery model in which a third-party provider hosts software applications and makes them available to customers over the internet. Instead of purchasing and installing software on their own computers, users access the software through a web browser or mobile application, and pay a subscription fee or usage-based fee to use it. SaaS applications are typically multi-tenant, meaning that many customers can use the same application instance, with each customer's data kept separate and secure. Examples of SaaS applications include customer relationship management (CRM) software, project management tools, email and collaboration software, and accounting software. The preferred SaaS solution for John Boyd CPA’s accounting information system is QuickBooks Online.
Unless otherwise specified, words importing the singular include the plural, words importing any gender include every gender, and words importing persons include bodies corporate and unincorporated and (in each case) vice versa.
Reference to Clauses and other provisions are references to the specified Clauses and other provisions of this Agreement.
The headings do not affect the interpretation of this Agreement.
Services
During the term of the Agreement, the Consultant agrees to:
provide the services of such one or more persons as the Consultant in his absolute discretion shall determine as being reasonably required in order to perform the Services PROVIDED THAT any such person or persons shall perform the Services in a good and workmanlike manner and with the skill and care to be expected of a professional consultant having experience of carrying out the services of a similar type and nature as the Services;
act in good faith and not do any act, matter or thing that may prejudicially affect the interests of the Client; and
comply with the lawful, proper and reasonable directions of the Client; and
provide the Client with all correspondence, information and data relating to the provision of the Services as shall reasonably be requested by the Client; and
provide such other service or services as may be agreed from time to time by the Parties.
The Consultant shall procure that the person or persons providing the Services shall (unless prevented by illness or other cause beyond the reasonable control of the Consultant), be available to perform the Services on such days and times as shall be agreed between the Parties from time to time.
Liability and Indemnity
The Consultant shall not be liable to the Client for any Consequential Loss suffered by the Client (whether caused by the negligence of the Consultant, its servants, or agents or otherwise) which arises out of or in connection with this Agreement.
The Consultant shall not be liable to the Client or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Consultant’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Consultant’s reasonable control.
The Consultant shall have no liability to the Client for any loss, damage costs or expenses or other claims for compensation arising from any document or data or information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late or non-arrival, or any other fault of the Client.
The liability of the Consultant shall not exceed the sum of $1,000,000.
The Consultant agrees to maintain at its own cost a policy of insurance to cover the liability of the Consultant in respect of any act or default for which it may become liable to indemnify the Client under the terms of this Agreement with cover of not less than $1,000,000 and to provide copies of such insurance certificate and receipt of payment of latest premium to the Client upon request.
Client identification
As with other professional services firms, we are required to identify our clients for the purposes of the USA’s foreign corruption practices act (FCPA). We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
Client money
We may, from time to time, hold money on your behalf. The money will be held in trust in a client-controlled bank account, which is segregated from the firm’s funds.
We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to whom they relate has remained untraced for five years, or we as a firm cease to practice, then we may pay those monies to a registered charity.
We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaints in relation to any aspect of our service please contact John Boyd CPA, the Practice Manager. We agree to research any complaint carefully and promptly to correct errors, mistakes, and non-compliance. If you are still not satisfied with service provided, you can refer your complaint to our professional body, the American Institute of Certified Public Accountants.
Confidentiality
Communication between us is confidential, and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorized by you to disclose information on your behalf, this undertaking will apply during and after this engagement.
We reserve the right, for the purpose of promotional activity, training or for other business purposes, to mention that you are a client. As stated above we will not disclose any confidential information.
Costs related to data management and administration rights related to users in any system with confidential information is at the risk of the Client. John Boyd CPA will not assume additional responsibility outside of the scope of the agreement and services provided.
Conflicts of interest
We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests, then we regret that we will be unable to provide further services.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards. We reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours subject of course to the obligations of confidentiality referred to above.
Data protection
We confirm that we will comply with the provisions of the Privacy Act of 1974 when processing personal data about you [and your family]. In order to carry out the services under our engagement letter and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.
Electronic and other communication
Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection, or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure or encrypted, and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after dispatch. Nor, can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.
Any communication by us with you sent through the post system is deemed to arrive at your postal address with the lowest cost postage charged to the client unless otherwise directed.
Fees and payment terms
Our fees may depend not only upon the time spent on your affairs, but also on the level of skill and responsibility and the importance and value of the advice that we provide. The level of risk in compliance with applicable laws in relation to the quantity and quality of business practices will always be factored into fees and terms.
If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case within an Engagement Letter.
Where requested, we may indicate a fixed, recurring fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead, as such, fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek a new agreement thereto. If the scope of services changes for the factors mentioned, a modified engagement letter will be sent to the Client to rectify the change in scope or discovery of additional services.
Unless we have agreed to a monthly retainer arrangement with you, we will bill you periodically upon completion of work, and our invoices are due for payment within 14 days of issue. Our fees are exclusive of sales tax which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.
Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.
We reserve the right to charge interest on late paid invoices at the rate of 5% above the Wall Street Jounal’s published “Prime” rate not to exceed 10%. We also reserve the right to suspend our services, or to cease to act for you on giving written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 21 days of receipt. Upon failing to pay or notify the Consultant, you will be deemed to have accepted that payment is due.
Intellectual property rights
We will retain all copyright in any document prepared by us during the engagement, except where the law specifically provides otherwise.
Interpretation
If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
Internal disputes within a client
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business, and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information, or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.
Third Party Introductions
In the due course of business, we may recommend the service of partners we work with such as Banks, Software as a Service (SaaS) Partners, Lawyers, or Specialist Tax Consultants. We do not take any responsibility for the services of such recommendations and reiterate you take an independent approach when deciding to take on those services. Any business relationships will be directly between you and the third party. John Boyd CPA will not be involved other than provide information upon the request of you, the Client.
We may, in the due course of business, receive commissions from such third parties. John Boyd CPA will advise you on any commissions that we may receive for such introductions.
Lien
We reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
Limitation of third-party rights
The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them.
Period of engagement and termination
Unless otherwise agreed in our Engagement Letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods or work before that date.
Each of us may terminate our agreement by giving not less than 28 days’ notice in writing to the other party except where you fail to cooperate with us, or we have reason to believe that you have provided us or the IRS or equivalent government agency with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
In the event of termination of our contract, we will seek an alternative agreement, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
Reliance on advice
We intend to record all advice on important matters in writing electronically, unless otherwise specified. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing by email request.
Personal Guarantee
In consideration of the Consultant providing the Services to the Client, John Boyd CPA personally guarantees all of the obligations and liabilities of the Client under this Agreement. Whenever the Client does not on demand from the Consultant perform any of it’s obligations or meet any of it’s liabilities under this Agreement, John Boyd CPA will not be responsible.
TERMS OF SERVICE – WHERE APPLICABLE TO YOUR SCHEDULE OF SERVICES
This schedule should be read in conjunction with the engagement letter and the schedule of services in your engagement and the above standard terms and conditions.
STATUTORY YEAR END ACCOUNTS (RETAINER RELATIONSHIPS)
Within our service to produce Statutory Year End Accounts the following is a brief overview of what the service includes.
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Statutory Compliance
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Preparation, discussion and submission of Annual Statutory Company Accounts
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Corporation Tax Returns for the Company or the Client
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Preparation of Annual Business Filings Required by requested U.S. Government Agencies
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Provision of on-going business advice for bookkeeping, taxation, and internal financial processes
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Initial meeting at your premises or virtually to discuss any business issues arising
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Scheduled meetings to discuss Statutory Accounts and Personal Taxation planning
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Provision of ad-hoc financial and business advice via telephone and face to face meetings as required throughout the year
Recurring compliance work
We will prepare or review your monthly, quarterly, and annual returns; and if applicable, governmental returns on the basis of the information and explanations supplied by you.
Based on the information that you provide to us, we will tell you how much you should pay and when. If appropriate, we will initiate repayment claims where tax has been overpaid. We will advise on the interest and penalty implications if Tax is paid late.
Where appropriate, we will calculate potential tax provisions, if requested by the client and a retainer relationship is established and on-going.
We will forward to you the completed return calculations for you to review, before you approve the Tax return for onward transmission by us to the IRS or equivalent U.S. government agency.
Ad hoc and advisory services
Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us as scope changes. These may be the subject of a separate engagement letter, at our option, without limitation. Where appropriate, we will discuss and agree an additional fee for this work when it is commissioned by you.
Examples of such work include:
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Reviewing and advising a suitable partial exemption method to use in preparing the return;
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Dealing with all communications relating to your Tax returns addressed to us by The IRS OR another similar financial report with regulatory compliance passed to us by you, the Client;
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Making recommendations to you about the use of cash accounting, accrual U.S. GAAP accounting, or other regulatory recommendations; and
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Providing you with advice on Tax [Excise Duty/Customs Duty/Local Tax/Levies as and when requested. Where the advice is provided in writing, the information provided and the query raised will be set out with our response to you in an appropriate time.
Where specialist advice is required in certain areas, we may need to seek this from or refer you to appropriate specialists. In this instance, we will notify the Client of the business need.
Changes in the law
We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.
We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published on or after the date on which the advice is given.
Your responsibilities
Ensuring that your returns are correct and complete;
Filing any returns by the due date; and
Making payment of tax on time.
Failure to do this may lead to automatic penalties, surcharges and/or interest.
The client is responsible for ensuring that the information provided is, to the best of your knowledge, accurate and complete. The tax returns or equivalent are [prepared/reviewed] solely on the basis of the information provided by you, and we accept no responsibility for any tax liabilities arising due to inaccuracies or omissions in the information you provide which may lead to a mis-declaration on which penalties and interest may arise;
The client must provide us with all the records relevant to the preparation of your various returns as soon as possible after the return period ends. We would ordinarily need a MINIMUM of 14 working days before submission to complete our work. If the records are provided later or are incomplete or unclear thereby delaying the preparation or review and submission of the return, we accept no responsibility for any “default surcharge” penalty that may arise. Where feasible, we may agree to complete your return within a shorter period but may charge an additional fee for so doing.
You will keep us informed of material changes in circumstances that could affect your tax obligations. If you are unsure whether the change is material or not, please let us know so that we can assess its significance.
You are responsible for bringing to our attention any errors, omissions, or inaccuracies in your tax returns which you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.
MANAGEMENT ACCOUNTS
Not all clients signing with John Boyd CPA will require us to prepare management accounts as this is a more value-based service requiring a retainer relationship and agency in your domiciled state.
Your responsibility for the provision of information
You have undertaken to make available to us, as and when required, all the accounting records and related financial or banking information, including minutes of management meetings, which we need to perform requested work. You will provide us with all information and explanations relevant to the purpose and compilation of the accounting records, and you will disclose to us all relevant information in full.
You are responsible for ensuring that, to the best of your knowledge and belief, financial information, whether used by the business or for the accounting records, is accurate and complete. You are also responsible for ensuring that the activities of the business are conducted honestly, and for safeguarding the assets of the business and for taking reasonable steps to prevent and detect fraud and other irregularities.
You will approve and sign the management accounts to acknowledge responsibility for it, including the appropriateness of the accounting basis and for providing us with all information and explanations necessary for their compilation.
You are responsible for ensuring that the business complies with the laws and regulations that apply to its activities, and for preventing non-compliance and for detecting any that occurs
Our responsibilities
We have agreed to carry out the following accounting and other services on your behalf:
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Prepare management accounts in an agreed format for your approval from the bookkeeping and accounting records supplied to us.
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We will advise you on whether your records are adequate for preparation of the accounts and recommend improvements.
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We have a professional duty to compile accounts that conform with generally accepted accounting principles from the accounting records and information and explanations given to us.
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We also have a professional responsibility not to allow our name to be associated with financial information/accounts which we believe may be misleading. Therefore, although we are not required to search for such matters, should we become aware, for any reason, that the accounts may be misleading, we will discuss the matter with you with a view to agreeing appropriate adjustments and/or disclosures in the accounts.
As part of our normal procedures we may ask you to confirm in writing any information or explanations given to us orally during our work.
ONE OFF TAX WORK
This work involves atypical clients signing the engagement letter packet. The client will require us to prepare management accounts; it may be for instance that they only require us to assist with their tax returns in a one time event.
We have agreed to carry out the following accounting and other services on your behalf:
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Prepare management accounts in an agreed format for your approval from the bookkeeping and accounting records supplied to us.