Entire Agreement: This agreement together with the Engagement Letter (“Agreement” or “Engagement”) contain all the terms and conditions of the Services (as defined below) provided by LedgerWay, also referred to as “we”, “Firm”, “our”, “us”, or its affiliate, to the Client” (referred to as “you”, “yours”, “Client”, and defined as the individual or company that accepted the Engagement Letter, Proposal, and/or signed this Agreement. The specific services to be rendered are detailed within the Engagement Letter, which is sent through our Client Portal and Accepted through the Client Portal used to share this Agreement.
By engaging with LedgerWay, the Client agrees to adhere to and be bound by all the stipulations and provisions outlined in this Agreement. No modification or release from any provision shall be effected unless approved in writing and signed by the authorized individual of the party to be bound.
Services: The Services shall consist of one or more of the following: (1) Monthly Accounting Services / Pay-As-You-Go Services: Routine accounting tasks, including bookkeeping and financial reporting; (2) Tax Preparation Services: This encompasses both Individual and Business tax preparation, ensuring compliance with relevant tax laws; (3) IRS or State Audit Representation Services: Offering support and representation in the event of audits by tax authorities; (4) CFO Advisory Services: Providing strategic financial insights and high-level financial management advice; (5) Payroll Services: Handling payroll processing and related tasks; (6) General Business Consulting Services: Offering expert advice on various aspects of business operations and strategy. The Client acknowledges and agrees that the Services are subject to change at the sole discretion of LedgerWay.
Client shall select Services to be rendered by LedgerWay based on the Client’s specific needs. The complete list of our packages can be found within the Addendum section of the Engagement Letter. The details and terms of the packages are incorporated to the terms of this Agreement by reference.
Client acknowledges and agrees that LedgerWay shall not engage in assurance services including but not limited to financial statement compilations, reviews, or audits.
Client Responsibilities: Client shall be solely responsible for providing LedgerWay with all financial information related to their personal and or business affairs including, but not limited to, all materials, data, and documents necessary to perform the Services under this Agreement. The client shall adhere to deadlines set by LedgerWay and provide any requested information to LedgerWay promptly without delay. The Client acknowledges and agrees that the accuracy and timeliness of financial information supplied to LedgerWay is the sole responsibility of the Client and LedgerWay shall be held harmless from any liability resulting from the accuracy or delay of the information provided.
Client acknowledges and agrees to submit all information through the client portal (“Financial Cents”).
Enhanced Confidentiality and Security Measures for Client Information
Safeguarding Client Information: Our firm is committed to the protection and confidentiality of both current and former clients’ information. We retain records related to the professional services provided, enabling us to better assist with Client’s professional requirements and adhere to industry standards and guidelines. To safeguard Client’s nonpublic personal information, we have implemented a comprehensive system of physical, electronic, and procedural safeguards. These measures are in strict alignment with our professional standards and are continuously updated to respond to evolving threats and technological advances.
Electronic Data Communication and Storage: In our efforts to efficiently deliver services, we engage in electronic data communication and storage. This involves transmitting data over the Internet, utilizing computer software applications hosted remotely, and granting data access through secured portals or cloud services managed by third-party vendors. Such electronic data, particularly confidential information pertaining to Client’s company, is handled using these methods. Our firm selectively employs third-party service providers, including tax return preparation software providers, to facilitate data storage and transmission. We enforce rigorous data security protocols and expect the same level of commitment to data security from our third-party vendors. Our measures are designed to maintain the integrity and confidentiality of Client’s data, in compliance with applicable laws and professional standards.
Client Acknowledgment of Electronic Data Risks: It is important for the Client to understand and acknowledge that, despite our stringent security measures, the risk of unauthorized interception or breach of communications and data cannot be eliminated once it is transmitted or becomes susceptible to unauthorized access. This inherent risk exists even with the most robust security protocols employed by our firm and our third-party vendors. By engaging with our firm, Client consents to our use of these electronic communication and storage methods, acknowledging the associated risks and our commitment to maintaining the security of Client’s information within these constraints.
Monthly Accounting Packages Guarantee: Our firm is dedicated to delivering exceptional service, particularly in meeting the Desired Financial Statements Delivery Time based on the Monthly Accounting Package you have selected. This commitment underscores our focus on both the quality and timeliness of the financial reporting services we provide. This guarantee serves as a testament to our dedication to punctuality and client satisfaction in our Monthly Accounting Services. It also emphasizes the collaborative nature of our engagement, where timely delivery of information from your end enables us to meet and exceed service expectations.
By offering this guarantee, we aim to reinforce our commitment to exceptional service standards and provide our clients with confidence and assurance in our professional relationship.
In the unlikely scenario where we are unable to deliver the financial statements within the specified timeframe due to a delay caused by our team, we offer a tangible assurance to our clients. Should we not meet the agreed-upon delivery time, we will offer a significant discount – specifically, between 25% to 50% reduction (based on selected Monthly Accounting Package) in the accounting fees for that particular month. This guarantee is our way of upholding our commitment to timely service and acknowledging the importance of meeting our clients' expectations.
Conditions for Guarantee Validity: To ensure the applicability of this guarantee, it is essential that all required documents and information are provided to our team within the stipulated timeframe based on the Services selected by the Client. In the case where the Client has opted for one of our Monthly Accounting Packages all necessary materials must be received by our team no later than 5 PM Eastern Standard Time (EST) on the 5th calendar day of each month through our Client Portal (“FinancialCents). In the case where the Client has opted for one of our Tax Preparation Packages all necessary materials must be received by our team no later than the Guaranteed Requirement – Documents Deadline (as defined and listed within out Tax Packages) through our Client Portal (“FinancialCents).
Error, Fraud, or Theft Detection: The Client acknowledges and agrees that the scope of this Agreement does not encompass procedures specifically designed to identify or uncover errors, fraud, or theft. As such, reliance on this Agreement for the disclosure of such issues is not advised, as these are outside the parameters of the LedgerWay services.
Government Inquiries: The Client acknowledges and agrees that this Agreement does not inherently include responding to any inquiries or audits from governmental agencies or tax authorities. Should the Client’s tax return be subject to such scrutiny, the Client has the option to engage our services specifically for this purpose. If the Client requests our representation or assistance in these matters, a separate Proposal and /or Engagement Letter will be established covered under this Agreement, with its terms, including hourly fees for IRS/State Representation and any additional costs, clearly outlined in a dedicated Agreement letter.
Response to Legal Demands (Subpoenas): Confidentiality of the information the Client provides during this Agreement is of utmost importance to us. In instances where we receive a legal demand, such as a subpoena, necessitating the disclosure of documents or testimony related to this Agreement, and where no legal prohibition exists, we will promptly notify the Client of such demands. The Client then has the opportunity, within the allowed response timeframe, to initiate any legal actions the Client deem necessary at the Client’s own expense, to challenge or restrict this disclosure. Should the Client not take action, or if the Client’s efforts do not result in a legal directive preventing us from compliance, we will interpret this as implied consent to fulfill the request. In cases where we are not directly involved in the legal proceedings, we will require reimbursement for our professional time and expenses incurred in complying with these requests.
Handling External Requests for Information: During the course of this Agreement, we may receive requests for information from external entities, such as governmental bodies, courts, or other legal tribunals. Where permissible, we commit to informing the Client of such requests before responding. It is important to note that while there may be potential for accountant-client privilege in certain legal proceedings, we are not obligated to assert this privilege on the Client’s behalf. If the Client wishes to legally challenge or limit our response to these requests, it is crucial for the Client to take prompt action following our notification. Failure to take timely legal action will lead us to comply with the information request as per the legal obligation.
Duration and Automatic Renewal: This Agreement is set for an initial term of one year, commencing from the Effective Date. Following the initial term, the Agreement will automatically renew for an additional term of one year unless terminated in accordance to this Agreement. To reflect changing economic conditions, there will be an automatic increase in fees by 5% with each renewal. This adjustment ensures that the fee structure remains aligned with market dynamics and cost fluctuations.
Termination Rights of the Firm: The Firm reserves the unequivocal right to disengage from this Agreement and cease services upon certain conditions in the company’s sole discretion. These include, but are not limited to, non-compliance by the Client with the terms of this Agreement, outstanding past due invoices, disagreements over financial reporting and presentation recommendations, or any circumstances where adherence to professional standards necessitates our withdrawal. This clause ensures that the integrity of our services and compliance with professional and ethical standards are maintained.
Termination Rights of the Client: The Client may terminate this Agreement upon written notice clearly stating their intent to terminate the agreement. This notice period will be based on the monthly accounting package. The Essentials Package requires a 90-day notice, the Professional package requires a 60-day notice, and the Elite package requires a 30-day cancellation notice. This designated notice period is crucial as it facilitates adequate preparation and ensures a seamless transition for both parties, thereby guaranteeing an orderly and efficient conclusion of services. In the case where the Client has selected any other service without a predefined termination notice requirement, the Client is required to provide a 90-day notice.
In cases where the Client has opted for a Monthly Accounting Package that encompasses the Minimum Tax Preparation fee (applicable to either Individual or Business Tax Preparation), there is an additional stipulation to termination. If the Client decides to terminate the agreement before the completion of the initial twelve-month period, Client acknowledges and agrees that Client is obligated to reimburse The Firm for the Minimum Tax Preparation Fee. This fee is deemed to be part of the services covered under the Monthly Accounting Package. This clause ensures that The Firm is compensated for the tax preparation services that would have been provided under the full term of the Agreement. The specific details of the tax preparation package can be found within the Addendum pages of the Engagement Letter. The details and terms of the tax preparation packages are incorporated to the terms of this Agreement by reference.
Handling of Documents Post Engagement: Upon the conclusion of this Agreement, all original source documents provided by the Client will be returned. However, it is important to note that work papers and other documents produced by The Firm during the Agreement are the exclusive property of The Firm. These documents will remain under our control and are not subject to distribution without our explicit written consent. This policy is in place to safeguard the proprietary methods and intellectual property inherent in these materials.
Severability: Every provision in this Agreement is intended to be severable such that if any portion of this Agreement is found to be invalid or unenforceable, such a finding will not affect the validity or enforceability of the remaining terms of this Agreement. This clause ensures that the Agreement remains effective and binding, notwithstanding any legal challenges to specific parts of the document.
Jurisdiction and Applicable Law: The terms, interpretation, and enforcement of this Agreement will be governed and construed in accordance with the laws of the State of Delaware. This clause ensures that the Agreement is interpreted under a consistent legal framework, providing clarity and predictability in its application.
Consent to Jurisdiction: All parties involved in this Agreement irrevocably agree to submit to the exclusive jurisdiction of the federal and state courts located within the State of Delaware for any disputes, claims, or matters arising from or related to this Agreement. This consent establishes a clear legal venue for resolving disputes, providing a specific and predictable legal process.
Billing & Fees
Professional Fees: Client acknowledges and agrees that our professional fees for the Services outlined in the attached Proposal to this Agreement are calculated based on the complexity of the work, the professional time required for completion, unless the Client has selected a specific Accounting or Tax Package within the Engagement Agreement. The fee also depends on the availability, quality, and completeness of the Client's records. The Client is obligated to promptly provide all necessary records through our designated Client Portal, "FinancialCents."
Additional Fees for Incomplete or Late Records: Client acknowledges and agrees that the Fees are subject to change at the sole discretion of LedgerWay. Should the Client's records be submitted late, be incomplete, or be in an unusable state, we reserve the right to impose additional fees and expenses to address these issues. In such instances, we will proactively communicate with the Client about the situation, the expected delay, and the revised fees before proceeding with further services.
Billing Process: Client acknowledges and agrees that fees for the Services vary. You can review our most current rates within the Addendum pages of the Engagement Letter. The details of the rates are incorporated into this Agreement by reference. For clients on a flat-fee monthly accounting package, we will process debits (ACH) from your account to cover our professional fees, expenses, and any out-of-pocket costs on the first day of each calendar month. For tax clients, billing will occur once the tax return is prepared, but prior to filing with Federal & State governments. Credit card payments are accepted but will incur a processing fee of 3.00%.
Retainer Policy: A retainer may be required, and its amount will be determined at the sole discretion of LedgerWay based on the scope of representation. The retainer will be applied to monthly statements, and clients are expected to promptly replenish it following the issuance of a statement reflecting its application. We reserve the right to request an increase in the retainer if we deem it necessary due to representation complexities or delays in payment.
Billing Inquiries and Payment Options: We encourage open communication regarding any questions or concerns about fees and costs. Our goal is to ensure satisfaction with both the quality of our services and the reasonableness of our charges. Payment can be made via checks, ACH, eChecks, and credit cards. Details on eCheck and credit card payments are available on the Client Portal at www.amscpas.com. Credit card payments are subject to the lowest processing fee rate applicable for merchant exchange charges, subject to periodic adjustments. If payment is made by a third party, we may require authorization confirmation.
Failure to Pay Our Statements: Failure to settle invoices within a reasonable timeframe may result in a halt in services or withdrawal from the engagement. In such cases, compensation for time spent and charges incurred up to the effective date of the termination will be due. Statements unpaid for over thirty (30) days will incur an interest charge of 5% per month from the thirty-first day post-statement issuance or the maximum amount allowable by law. Payments on overdue statements are applied first to the oldest outstanding amount. In the event of collection activities, we are entitled to recovery of attorneys’ fees and other financing costs. Additionally, LedgerWay shall reserve the right to suspend or terminate services upon non-payment.
Regular Reimbursable Expenses: The Client is required to reimburse the firm for routine operational expenses such as Postage, Checks, Signature Stamps, and Envelopes. These reimbursements will be billed on a monthly basis, alongside the primary services provided. This Agreement ensures regular compensation for these recurring, essential expenses incurred by the firm in the course of providing services.
Approval and Documentation of Additional Expenses: For any additional expenses beyond the regular operational costs, the firm will seek prior approval from the President of the Client's organization. Upon incurring such approved expenses, the firm is committed to providing timely and satisfactory documentation to support each request for reimbursement. This process ensures transparency and agreement on the legitimacy and necessity of additional expenses.
Limitation of Liability: In no event shall LedgerWay be liable to Client for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the Client arising out of the services provided under this Agreement. In no event will LedgerWay’s liability on any claim, loss or liability arising out of or connected with this Agreement shall exceed the amounts paid to the LedgerWay during the period immediately preceding the event giving rise to such claim or action by the Client or the limits of LedgerWay’s professional liability policy.
Indemnity: Client shall at its own expense indemnify and hold harmless, LedgerWay, its affiliates, subsidiaries, and assigns its respective officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses, and costs, including attorneys’ fees and court costs, which arise directly or indirectly out of or related to any breach of this Agreement or the acts or omissions of the Client.
Mileage Reimbursement: In instances where the firm's services necessitate travel by automobile, the Client shall reimburse LedgerWay for mileage. The reimbursement rate will align with the prevailing legal rate as established by the Internal Revenue Service (IRS). This standardization with the IRS rate provides a clear and universally accepted basis for calculating travel expenses.
Scope of Services and Deliverables: The Firm is committed to providing the Services and Deliverables as detailed and chosen in the Proposal. This ensures that our services are tailored to meet your specific needs and requirements as outlined in this Agreement.
Adjustment of Fee Schedule: It's important to note that the Firm reserves the right to modify the Fee Schedule under certain circumstances. This may occur if it becomes evident that the information initially provided by you does not accurately represent the financial activities of your organization or business. Such adjustments are necessary to ensure that our fees reflect the actual scope of work required. In cases where the Client has opted for a Monthly Accounting Package the Client’s monthly flat-fee may be adjusted if the average twelve month transaction volume does not align with the transaction volume their current package covers.
Quarterly Review and Adjustment: Additionally, we maintain the right to review and potentially adjust the Fee Schedule on a quarterly basis. This adjustment would be considered if there is a noticeable increase in your organization’s financial activities. By implementing this review process, we aim to keep our fees commensurate with the level of service and complexity your account requires.
Monthly Accounting Fees and Additional Services: The Monthly Accounting Fee, as outlined in the Monthly Accounting Services Package of the Proposal, covers a predefined set of services. Client acknowledges and agrees this fee does not include unlimited email correspondence for matters outside the scope of regular accounting services, such as tax planning, consulting, strategic advice, business formation, business valuation, or other specialized services. These additional services, if required, will be billed according to our standard business consulting hourly rates, if they are not part of the Monthly Accounting Package you have selected.
Commitment to Fair and Accurate Pricing: Our primary goal is to ensure that our fee structure is both fair and reflective of the services you require. We understand that each client has unique needs, and our flexible pricing strategy is designed to accommodate those variations. Should you require any further information or clarification regarding our Fee Schedule, we encourage open communication and are readily available to address your queries.
Outsourcing
Utilization of Third-Party Service Providers: The firm reserves the right to engage third-party service providers, either domestically or internationally, for various tasks and functions related to serving the Client’s account. This approach allows us to leverage specialized expertise and resources as needed. While we may share Client’s confidential information with these providers as part of this collaboration, our commitment to the security and confidentiality of Client’s personal information remains paramount.
Confidentiality and Security Measures: We have established rigorous internal policies, procedures, and safeguards designed to protect the confidentiality of Client’s information. A key component of our engagement with any third-party service provider is the execution of robust confidentiality agreements. These agreements obligate our service providers to maintain the secrecy of any information shared and to implement adequate measures to prevent unauthorized disclosure.
Client Consent and Firm Responsibility: In circumstances where a suitable confidentiality agreement cannot be established with a third-party service provider, we will seek Client’s explicit consent before sharing any of Client’s confidential information with them. We recognize the importance of maintaining control over Client’s personal data and ensure that Client’s consent is a prerequisite in such scenarios. Additionally, the firm retains full responsibility for the quality and integrity of the work performed by these third-party service providers. We are committed to overseeing their work to ensure it meets our high standards and aligns with Client’s expectations.
Management and Oversight Responsibilities: Client shall be responsible for various management decisions and operational functions. This includes ensuring adequate insurance coverage, accurately calculating employee payroll deductions for health insurance, administering pension eligibility, and verifying accounts payable amounts. It is imperative that you designate a competent employee to oversee and manage the services we provide as outlined in this agreement. Your role includes evaluating the adequacy and effectiveness of these services and accepting responsibility for the outcomes.
Responsibility for Internal Controls: Client shall be responsible for establishing and maintaining robust internal controls within your organization, which includes regular monitoring of ongoing activities. While our services include providing specific accounting and advisory functions, it is important to note that we do not perform audits or independent verifications of the data you submit. However, we may request additional clarification if needed to ensure the accuracy and completeness of our work.
Limitations of Engagement Services: This Agreement is confined to the services explicitly listed on the first page of this engagement letter. Client acknowledges and agrees that these services are not designed to detect errors, fraud, or illegal activities. If, in the course of our work, we become aware of any material errors, fraud, or illegal acts, we will inform the appropriate level of management, except in cases where these are clearly inconsequential. Additionally, it is not our responsibility under this engagement to identify and communicate significant deficiencies or material weaknesses in your internal controls.
Waiver: The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself to any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
Review and Confirmation of Services: We have detailed the frequency and scope of the services we intend to provide. We encourage you to review this information thoroughly and make any necessary amendments. This ensures that our services align precisely with your needs and expectations.
Acknowledgment and Agreement: We value the opportunity to work with you and believe this letter comprehensively summarizes the key terms of our engagement. If there are any aspects you wish to discuss or clarify, please feel free to contact us. Your agreement with the terms as detailed in this letter can be formalized by signing below.
Digital Signature Clause: It is hereby agreed that a digital signature, affixed by either party to this document, shall carry the same legal weight and enforceability as a handwritten signature. The act of digitally signing this document constitutes a clear, unequivocal acceptance of all the terms outlined in this agreement. Each party affirms that they have had sufficient opportunity to review the agreement, seek any necessary clarifications, and consult with legal counsel where deemed necessary.
Effective Date of Agreement: This agreement shall become effective and enforceable upon the date of the last digital signature affixed by either party, thereby indicating full concurrence with the terms as stipulated.
This page was last updated June 30th, 2023