Overview

This addendum to the engagement letter describes my firm’s standard terms and conditions related to providing services to you. My services are only offered through my firm. This addendum, and the engagement letter, comprise your agreement with my firm (“Agreement”). If there is any inconsistency between the engagement letter and this Terms and Conditions Addendum (“Addendum”), the engagement letter will prevail. If you have not agreed to the terms in our engagement letter, then the terms in this addendum shall govern our relationship. The purpose of this addendum is to help further align our mutual expectations and to clarify the allocation of risk between us.

For the purposes of this Addendum any reference to “firm,” “my firm,” “our firm,” “we,” “us,” “our,” or “me” is a reference to Randall Brookshier CPA, PLLC. Any reference to “you,” or “your” is a reference to the party or parties that have engaged me to provide services and the entity or individuals represented by you, including both spouses for joint engagements, minor children, parent(s), or others for whom the representing party acts. This Agreement is to be binding on all parties you represent even if only one spouse acknowledges these terms and conditions, or when a minor child, parent, or other relative is unable to acknowledge these terms and conditions in person. In such cases, the representing party assumes full responsibility for informing others as to the nature and limitation of my services. References to “Agreement” mean the engagement letter, any other attachments incorporated therein, including this Addendum.

Billing and Payment Terms

We will bill you for our professional fees and out-of-pocket costs at the end of the engagement or as work progresses if significant effort is required. My current hourly rate is $195 per hour, with some services meriting a premium above the standard rate. Payment is normally due within fifteen (15) days of the date on the invoice. If payment is not received by the due date, you may be assessed interest charges at a rate of one percent (1%) per month (12% per annum) on the unpaid balance. You have thirty (30) days from the invoice date to review the invoice and to communicate to us in writing any disagreement with the charges, after which you waive the right to contest the charges.

If your account becomes past due, we may stop performing any work. We also reserve the right to terminate any services for the non-payment of fees. Should we stop work or terminate services because of non-payment or as a result of any other dispute or cause, you agree to hold us harmless for any resulting damages, including penalties, interest, and other costs associated with missed filing deadlines, and loss of rights, or other adverse consequences. See also Termination and Withdrawal below.

Electronic Data Communication and Storage

To facilitate services to you, we send electronic data over the internet, store and process data via computer software applications hosted remotely on the internet, utilize cloud-based storage, and local machine storage as needed. Your confidential tax or other personal data may be transmitted, processed, or stored using these methods.

In using these communication and storage methods, my firm employs measures designed to maintain data security and privacy. We use reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations, and professional standards. Please see our privacy policy at https://randallbcpa.com/privacy-policy/ for additional information.

You recognize and accept that we have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding reasonable security measures employed by us. You consent to our use of electronic devices and applications during this engagement.

My firm does not maintain physical or paper files. Temporary custody and delivery of any paper documents, including printed tax returns, may be facilitated through personnel at the Intelligent Office locations in Tucson or Oro Valley, Arizona[1]. The staff at Intelligent Office is accustomed to dealing with the clients of CPA firms and Intelligent Office has procedures in place to securely store your materials while awaiting pickup. Such storage is intended to be only temporary in nature and is not subject to my control or monitoring. You agree to hold me harmless from any actions of the personnel at Intelligent Office, including, but not limited to, any violation of privacy, security breach, loss of documents, tax returns, or for the failure to deliver, retain, or return your documents, tax returns, or other deliverables.

Client Portals and Workpapers

Internet Portals

We use portals provided by Citrix ShareFile or Intuit Link to provide a collaborative, virtual workspace in a protected, online environment, and to permit access across geographic boundaries and time zones. These online tools allow my firm and you to share data, engagement information, knowledge, and deliverables, including tax returns, in a more secure manner.

We have limited control of each portal and your use of the Citrix ShareFile or Intuit Link may require you to acknowledge and agree to be bound by the terms, conditions and limitations set forth by these outside providers. You agree to indemnify and hold us harmless with respect to all claims arising from or related to the operation of these sites and actions of these providers.

If you decide to transmit your confidential information to us in a manner other than a secure portal, you accept responsibility for any and all unauthorized access to your confidential information. If you request that we transmit confidential information to you in a manner other than a secure portal, you agree that we are not responsible for any liability, including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of our sending confidential information in a manner other than a secure portal, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message.

Randall Brookshier CPA, PLLC does not act as a virtual or permanent storage host for any of your information. You are responsible for maintaining your own copy of this information, including your tax returns and support for all items included in the return. The information we provide to you on the ShareFile and Intuit Link sites is intended for immediate and limited access only. Information on the portal may be deleted without notification.

Any copies of your records and documents that we retain are solely for our documentation purposes, are not a substitute for your own records, and do not meet your record retention obligations under any applicable laws or regulations. You are responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns, support for income and deductions, and other items. If we provide deliverables, including tax returns, or other records to you via a portal, you must download this information for your records as soon as practicable. Professional standards preclude us from being the repository of your original data, records, or information.

Our Workpapers and Regulatory/Legally Permitted Access

All information you provide to us in connection with this engagement will be maintained on a confidential basis. Workpapers and other documents created by us are firm property only and will remain in our control. Copies are not to be distributed to outside parties without your written request and/or our prior written consent. Our workpapers will be maintained by us in accordance with the firm’s record retention policy and any applicable legal and regulatory requirements. My firm’s workpapers are not otherwise accessible to you.

Our current record retention policy period is six years, including engagement workpapers. Catastrophic events, system failure, or deterioration may result in damage to or destruction of the firm’s records, causing these records and workpapers to be unavailable before the expiration of the retention period.

State, federal, and other regulators may request access to or copies of certain workpapers pursuant to applicable legal or regulatory requirements. In addition, we may receive a summons or subpoena that our legal counsel determines requires us to produce documents from this engagement or testify about this engagement. If we receive a request for copies of selected workpapers, summons or subpoena, and provided we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable. You may, within the time permitted for our firm to respond to the request, initiate such legal action as you deem appropriate and at your sole expense, to attempt to limit the disclosure of information. 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 will construe your inaction or failure to obtain an injunction as consent to comply with the request.

Requests also may arise with respect to an AICPA sponsored peer review, an ethics investigation, the sale of your organization, or the sale or transition of my accounting practice or portions of my practice. If requested, access to such workpapers will be provided under the supervision of firm personnel. Once accessed, regulators may distribute copies of the workpapers or information contained therein to others, including other governmental agencies.

If our firm is not a party to the proceedings 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 legal counsel, incurred in responding to such requests.

U.S. Filing Obligations Related to Foreign Accounts and Foreign Filing

U.S. Filing Obligations Related to Foreign Accounts

Based on information you provide, you may have additional filing obligations including, but not limited to:

  • Ownership of or an officer relationship with respect to certain foreign corporations (Form 5471);
  • Foreign-owned U.S. corporation or domestic disregarded entity (Form 5472);
  • Foreign corporation engaged in a U.S. trade or business (Form 5472);
  • U.S. transferor of property to a foreign corporation (Form 926);
  • U.S. person with an interest in a foreign trust, transactions with a foreign trust, or certain foreign gifts (Forms 3520 and 3520-A);
  • U.S. person with interests in a foreign partnership (Form 8865);
  • U.S. person with interests in a foreign disregarded entity (Form 8858); or
  • Statement of specified foreign assets (Form 8938). Report of Foreign Bank and Financial Accounts (“FBAR”)
  • New filings based on changes in law or regulations.

You are responsible for informing us of all foreign assets owned directly or indirectly, financial accounts with foreign institutions, other foreign non-account investments, and ownership of any foreign entities, regardless of amount. If upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will attempt to notify you, but we bear no responsibility to for the timeliness or accuracy of such notice.

Failure to timely file the required forms may result in substantial civil and criminal penalties. You agree to provide us with complete and accurate information regarding any foreign investments in which you have a direct or indirect interest, or over which you have signature authority, during the applicable referenced tax year.

Generally, if you are a U.S. citizen or resident alien (green card holder), you must report all income from all sources within and outside of the U.S. on your U.S. income tax returns.

The information you provide may be used by us to determine if related IRS tax form filing requirements may apply to you. These filing requirements may include Form 8938, Statement of Specified Foreign Assets, Form 1116, Foreign Tax Credit, and Form 1118, Foreign Tax Credit – Corporations. If required, these forms must be filed with your U.S. income tax return. Failure to file required forms may result in the imposition of civil and criminal penalties, and the loss of income tax credits or deductions available for use in your U.S. income tax returns.

FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”)

We will also use this data to inform you of any additional filing requirements, which may include the Financial Crimes Enforcement Network (“FinCEN”) Form 114, or Report of Foreign Bank and Financial Accounts (“FBAR”).

The FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”) report is not a tax return nor is the related filing requirement part of filing an income tax return. It is a report filed with FinCEN, an agency of the U.S. Department of the Treasury, in compliance with the Bank Secrecy Act. FinCEN may share the information in this report with other federal and state agencies, including the Internal Revenue Service.

We cannot answer questions about the use of the FBAR by agencies other than FinCEN. All such questions should be directed to your attorney for response prior to authorizing us to file the FBAR on your behalf.

We will not prepare any reports, tax forms or tax returns other than those identified in the engagement letter, without your written request, and our written consent to do so. We will rely upon the completeness and accuracy of the information and representations you provide to us to prepare your FBAR should you engage us to do so.

You agree to indemnify and hold us harmless with respect to any and all claims arising from the use of the FBAR for any purpose other than filing with FinCEN regardless of the nature of the claim, including the negligence of any party.

Foreign reporting requirements are extraordinarily complex. If you have any questions regarding the application of the reporting requirements for your foreign interests or activities, please ask us and we will respond in writing. Only advice that is in writing in the form of a formal memorandum may be relied upon. We assume no liability for penalties associated with the failure to file or untimely filing of any of these forms.

Foreign filing obligations

You are solely responsible for complying with the tax filing requirements of any other country. You acknowledge and agree that we have no responsibility to raise these issues with you and that foreign filing obligations are not within the scope of our services or any engagement we undertake.

State and Local Filing Obligations

On June 21, 2018, the U.S. Supreme Court reversed the long-standing physical presence nexus standard in South Dakota v. Wayfair, Inc. et. al. This decision significantly changed the landscape of sales and use tax compliance, especially for online sellers. If you wish to understand the impact of the decision on your business, please advise us and we will confirm this in a separate agreement should we agree to undertake this work. We rely on your determination regarding any related nexus issues and will not undertake a review of such determination unless specifically asked and we agree to do so.

You are responsible for determining your tax filing obligations with any state or local tax authorities, including, but not limited to income, franchise, sales, use, property, or unclaimed property taxes. If upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will notify you. You acknowledge that the scope of our services does not include any services related to your compliance with tax obligations other than those identified in the engagement letter. If you ask us to prepare any other returns, such as sales and property returns, and we agree to do so, we will confirm this engagement in a separate agreement.

Disclaimer of Legal and Investment Advice

My services under this Agreement do not constitute legal or investment advice. I recommend that you retain legal counsel and investment advisors to provide such services.

I am not authorized to and do not practice law. While many practitioners do not consider assistance with entity registration, annual reporting, and similar compliance matters as falling under the scope of legal services, I have determined that I and my firm will not offer such services. Therefore, I do not monitor, maintain, or otherwise assist with filings for the Arizona Corporation Commission or any other state or jurisdiction’s regulatory agencies.

I do not provide services in connection with compliance with The Corporate Transparency Act (“CTA”), which was enacted on January 1, 2021, as part of the National Defense Authorization Act and which mandates certain entities (primarily small and medium size businesses) report beneficial ownership information to the Financial Crimes Enforcement Network or FinCEN, a bureau of the U.S. Treasury Department. Please see my letter to clients regarding the CTA and Beneficial Ownership Information reporting issued on January 29, 2024, the text of which can be found at: The Corporate Transparency Act and Beneficial Ownership Reporting.

If you provide my firm with copies of brokerage (or investment advisory) statements and/or read-only access to your accounts, I will use the information solely for the purpose described in the engagement letter. I will rely on the accuracy of the information provided in the statements and will not undertake any action to verify this information. I do not monitor transactions, investment activity, provide investment advice, or supervise the actions of the entity or individuals entering into transactions or investment activities on your behalf. We recommend that you receive and carefully review all statements upon receipt and direct any questions regarding account activity to your banker, broker, or investment advisor.

Referrals

In the course of providing services to you, you may request referrals to products or professionals such as attorneys, brokers, investment advisors or others. We may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating and selecting any professional or product, and determining if the professional or product meets your needs. You agree that we will not oversee such activities and have no responsibility for the work product of any professional or the suitability of any product we refer to you. Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals or products you select.

Limitations on Oral and Email Communications

We may discuss with you our views regarding the treatment of certain items or decisions you may encounter. We may also provide you with information in an email or series of emails or phone conversations. Any advice or information delivered orally or in an email (rather than through a formal memorandum delivered as an email attachment) will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts could affect our analysis and conclusions.

Due to these limitations and the related risks, it may not be appropriate to proceed with a decision or treatment solely based on any oral or email communication from us. You accept all responsibility (except to the extent caused by our gross negligence or willful misconduct) for any liability, including but not limited to additional tax, penalties or interest resulting from your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on an oral or email communication.

If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email, we will confirm this service in a separate engagement letter. To provide such advice or services, we may also engage the services of additional practitioners or other outside experts and we will pass the cost of such consultations on to you. Accordingly, we may require a substantial prepayment against our fees.

In summary, all oral and email conversations should be considered casual and informal in nature and should not be relied upon as a professional opinion or support for any position you take.

Electronic Signatures and Counterparts

Each party hereto agrees that any electronic signature that 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. Documents 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. Should I provide documents to you and you fail to timely execute such documents, I may cease to provide services to you. Until you provide such signature, or if you fail to provide such signature, you agree that we may rely upon your oral agreement to these terms and conditions without modification.

Conflicts of Interest

If in my sole discretion, I believe a conflict has arisen affecting my ability to deliver services to you in accordance with either the ethical standards of our firm or the ethical standards of our profession, I may be required to suspend or terminate services without issuing any work product.

Limitation of Liability, Damages, and Indemnification

Randall Brookshier CPA, PLLC’s liability for all claims, damages, and costs arising from this engagement is limited to the twice the total amount of fees paid by you to for services rendered under this agreement.

Notwithstanding anything to the contrary in this Agreement, Randall Brookshier CPA, PLLC shall not be liable for any lost profits, indirect, special, incidental, punitive, or consequential damages of any nature even if we have been advised by you of the possibility of such damages.

Except where such agreement would violate professional standards for attestation agreements, you agree to indemnify, defend, and hold harmless Randall Brookshier CPA, PLLC and any of its members, employees, agents or assigns with respect to any and all claims made by third parties arising from the engagement, regardless of the nature of the claim, and including the negligence of any party, excepting claims arising from the gross negligence or intentional acts of the firm.

Designation of Venue and Jurisdiction

In the event of a dispute, the courts of the state of Arizona shall have jurisdiction, and all disputes will be submitted in Tucson, Arizona which is the proper and most convenient venue for resolution. We also agree that the laws of the state of Arizona shall govern all such disputes.

Mediation

If a dispute arises out of or relates to this Agreement, including the scope of services contained herein, or the breach thereof, and if such dispute cannot be settled through negotiation, then the parties agree first to try to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under the AAA Accounting and Related Services Arbitration Rules and Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.

The mediator will be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, a mediator shall be designated by our counsel. Such mediation will be conducted in Tucson, Arizona.

The mediation will be treated as a settlement discussion and, therefore, all discussions during the mediation will be confidential. The mediator may not testify for either party in any later proceeding related to the dispute. No recording or transcript shall be made of the mediation proceedings. The costs of any mediation proceedings shall be shared equally by all parties. Any costs of legal representation shall be borne by the hiring party.

Statute of Limitations

You agree that any claim arising out of this Agreement shall be commenced within two (2) years of the delivery of the work product to you, regardless of any longer time period for commencing such claim as may be set by law. A claim is understood to be a demand for money or services, the service of a suit, or the institution of arbitration proceedings against Randall Brookshier CPA, PLLC, me, my firm, employees, successors, or family members.

Termination and Withdrawal

I reserve the right to withdraw from the engagement without completing services for any reason, including, but not limited to, non-payment of fees, your failure to comply with the terms of this agreement, or if I determine my professional standards require. If work is suspended or terminated, you agree that my firm will not be responsible for your failure to meet governmental and other deadlines, or for any liability, including, but not limited to, penalties or interest that may be assessed against you resulting from your failure to meet such deadlines, or any other adverse consequences.

If this Agreement is terminated before services are completed, you agree to compensate us for the services performed and expenses incurred through the effective date of termination.

Potential Impact of a Pandemic or Other Emergency on Our Services

We and you acknowledge that governmental authorities may restrict travel and/or the movement of citizens due to a nationwide pandemic or other emergency. We may be forced to restrict travel and any onsite work, whether at a client facility or our Intelligent Office worksites. Accordingly, to the extent that the services described in the Agreement requires or relies on personnel to travel and/or perform work onsite, we and you acknowledge and agree that the performance of such work may be delayed, significantly or indefinitely, or may require modification. We and you agree to provide the other with prompt notice in the event any of the services described herein must be rescheduled, suspended, or modified. We and you also both acknowledge and agree that any delays or modifications may increase the cost of the services. We will obtain your prior written approval for any increase in the cost of our services that may result from the impact of a nationwide pandemic or other emergency event on our services.

Force Majeure

Neither party shall be held liable for any delays resulting from circumstances or causes beyond our reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease Control and Prevention, or any law, order or requirement of any governmental agency or authority. However, no Force Majeure event shall excuse you of any obligation to pay any outstanding invoice or fees for completed work or from any indemnification obligation under this Agreement.

Assignment and Succession

All parties acknowledge and agree that the terms and conditions of this Agreement shall be binding upon and inure to the parties’ successors and assigns, subject to applicable laws and regulations. In the event I am unable to continue to provide services to you, I have taken steps to secure a transfer of services under my estate plan. You should contact my personal representative for transition assistance if needed.

Severability

If any portion of this Agreement is deemed invalid or unenforceable, such a finding shall not operate to invalidate the remainder of the terms set forth in this Agreement.

Entire Agreement

The engagement letter, including this Terms and Conditions Addendum and any other attachments, encompasses the entire agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of this Agreement must be made in writing and signed by both parties. This Agreement has been entered into solely between Randall Brookshier CPA, PLLC and you, and no third-party beneficiaries are created hereby.

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