AMSCPAs LA Corp, doing business as “LedgerWay,” (“LedgerWay”, “we,” “our,” or “Firm”)  is pleased to provide professional services to you on the terms as described herein. Please read these terms carefully,  as they confirm the understanding of the terms and objectives of our engagement and the nature and limitations of the professional services (the “Services”_ LedgerWay will provide to you, our client (“Client(s),”“you,” or “your”).Scope of Services:LedgerWay, Inc will provide Services at your request and at times and intervals agree upon by Ledgerway and you in your engagement letter with the Firm (the “EngagementLetter”). Beyond the Scope of Services, any additional work is subject to an additional fee. If there is additional work that you wish us to carry out which is not listed in the Services, we will provide you with a quote for the feesfor the additional Services prior to the commencement of any such work. This ensures that our services align precisely with your needs and expectations. Once the scope of the additional work is agreed upon, we will issue a new or updated letter of engagement via our online proposal system [BN1] and will ask you to execute the newunderstanding before we commence such work. Furthermore, you understand and agree that if an unanticipated need arises (such as an audit, an amended tax return or a personal financial statement required as part of a loan agreement,or any other service not included within the package or service selected by you),this additional work will be performed only after arriving at a mutually agreed-upon price and a Change of Service Request is accepted with a digital signature[BN2] . Without exception, pre-existing audits are considered additional Services and are not covered by any of the packages of Services offered by LedgerWay. If you would like the assistance of our teamwith any pre-existing audits, you understand and agree that these Services will be billed at our current hourly rates.  The details and terms of the packages are incorporated to the terms of this Agreement by reference.[BN3]  Client acknowledges and agrees that LedgerWay is not engaged to provide assurance services including but not limited to financial statement compilations, reviews, and audits. Our Performance of Services:LedgerWay stands behind the quality and professional nature of our Services. Ifat any point you are not completely satisfied with the Services we haveperformed, we encourage you to bring this to our attention immediately. We’d love the opportunity to address your concerns and allow us a chance to win your trust back and prevent similar problems from happening in the future. The Clientacknowledges and agrees that the Services are subject to change at the solediscretion of LedgerWay.[BN4]  ClientResponsibilities:Client shall be solely responsible for providing us with all financial information related to your personal and or business affairs including, but notlimited to, all materials, data, and documents necessary to perform theServices under this Agreement. You understand that should you not provide requested information by any deadlines we convey may cause a delay to yourServices and Ledgerway does not have any liability for such delay. The Clientacknowledges and agrees that the accuracy and timeliness of financialinformation supplied to LedgerWay is the sole responsibility of the Client, andLedgerWay shall not be responsible and will have no liability to you or anythird party  resulting from the inaccuracy or delay of the information provided by you. Client acknowledges and agrees to submitall information through our Client portal (“Financial Cents”).[BN5]  You agree you will review andapprove all journal entries, transaction classifications, and account codesdetermined or changed by our Firm in the performance of the Services and we mayrely on your approval of any work product.LedgerWayPersonnel; Non-Solicitation:  When we lose a valued member of our team, ourFirm incurs significant expenses in hiring and training their replacement.Accordingly, during the term of this Engagement and for a period of four (4)years after the Services are completed, if you recruit and hire, either directly or indirectly, one of LedgerWay’semployees, Client agrees to pay a sum equal to 25% of the employee’s annualsalary as liquidated damages to LedgerWay The parties agree that this is areasonable estimate of the actual damages which would be suffered by LedgerWayand is not a penalty. SafeguardingClient Information:We are committed to the protection and confidentiality of both current andformer Clients’ information. We retain records related to the Servicesprovided, enabling us to better assist with Client’s professional requirementsand adhere to industry standards and guidelines. To safeguard Client’snonpublic personal information, we have implemented a comprehensive system of physical, electronic, and procedural safeguards. These measures are in strictalignment with our professional standards and are continuously updated torespond to evolving threats and technological advances. For more information onour privacy practices, please see our Privacy Policy[BN6] .ElectronicData Communication and Storage:In our efforts to efficiently deliver Services, we engage in electronic datacommunication and storage. This involves transmitting data over the Internet, utilizing computer software applications hosted remotely, and granting dataaccess through secured portals or cloud services managed by third-partyvendors. We selectively employ such third-party service providers, includingtax return preparation software providers, to facilitate data storage andtransmission. We enforce rigorous data security protocols and expect the samelevel of commitment to data security from our third-party vendors. Our measuresare designed to maintain the integrity and confidentiality of Client data, incompliance with applicable laws and professional standards.ClientAcknowledgment of Electronic Data Risks: It is important for the Client to understand andacknowledge that, despite our stringent security measures, the risk ofunauthorized interception or breach of communications and data cannot beeliminated once it is transmitted or becomes susceptible to unauthorizedaccess. This inherent risk exists even with the most robust security protocolsemployed by us and our third-party vendors. By engaging with us, you consent toour use of these electronic communication and storage methods, acknowledgingthe associated risks and our commitment to maintaining the security of Clientinformation within these constraints.Utilizationof Third-Party Service Providers:The Firm reserves the right to engage third-party service providers, eitherdomestically or internationally, for various tasks and functions related toserving the Client’s account. This approach allows us to leverage specializedexpertise and resources as needed. While we may share Client’s confidentialinformation with these providers as part of this collaboration, our commitmentto the security and confidentiality of Client’s personal information remainsparamount. We have established rigorous internal policies, procedures, andsafeguards designed to protect the confidentiality of Client information. A keycomponent of our engagement with any third-party service provider is theexecution of robust confidentiality agreements. These agreements obligate ourservice providers to maintain the secrecy of any information shared and toimplement adequate measures to prevent unauthorized disclosure.ClientConsent and Firm Responsibility:In circumstances where a suitable confidentiality agreement cannot beestablished with a third-party service provider, we will seek Client’s explicitconsent before sharing any of Client’s confidential information. We recognizethe importance of maintaining control over Client’s personal data and ensurethat Client’s consent is a prerequisite in such scenarios. Additionally, the Firmretains full responsibility for the quality and integrity of the work performedby these third-party service providers. We are committed to overseeing theirwork to ensure it meets our high standards and aligns with Client’sexpectations.Managementand Oversight Responsibilities:Client is fully responsible for various management decisions and operationalfunctions. This includes ensuring adequate insurance coverage, accuratelycalculating employee payroll deductions for health insurance, administeringpension eligibility, and verifying accounts payable amounts. It is imperativethat you designate a competent employee to oversee and manage the Services andLedgerWay has a right to rely on the information and decisions of thedesignated employee. Your role includes evaluating the adequacy andeffectiveness of the Services and accepting responsibility for the outcomes.Commitmentto Fair and Accurate Pricing:Our primary goal is to ensure that our fee structure is both fair andreflective of the Services you require. We understand that each Client hasunique needs, and our flexible pricing strategy is designed to accommodatethose variations. Should you require any further information or clarificationregarding our fees, we encourage open communication and are readily availableto address your queries.OurPackages: We offerdifferent packages which come with different guarantees as described below (the“Package(s)”). The fees, as outlined in the selected Package of a Proposal,covers a predefined set of Services. Client acknowledges and agrees this feedoes not include unlimited email correspondence for matters outside the scopeof regular accounting services, such as tax planning, consulting, strategicadvice, business formation, business valuation, or other specialized services.These additional Services, if required, will be billed according to our hourlyrates, if they are not part of the Package you have selected at the sole andabsolute discretion of LedgerWay.PackageGuarantees: We arededicated to delivering exceptional service, particularly in meeting thedeadlines based on the Package you have selected. For the “Core ServicePackage,” we guarantee that your company financial statements will beprepared within thirty (30) business days after the calendar month you enterinto your Engagement Letter. For the “Concierge Package,” we guarantee thatyour company financial statements will be prepared within fifteen (15) businessdays after the calendar month you enter into your Engagement Letter. For anyguarantees, all necessary materials must be received by our team no later than5 PM Eastern Standard Time on the 5th calendar day of each month (the “GuaranteedRequirement”). If you opt for one of our Packages, which includes an “ExpeditedTax Return” delivery, all necessary materials must be received by our teamno later than the “Guaranteed Requirement – Documents Deadline” (asdefined within your Proposal). If the Guaranteed Requirement – DocumentsDeadline, is not defined in your Proposal, it will be defined as ninety (90)  business days prior to the original tax filingdate for any fiscal year.Webelieve our guarantees underscore our focus on both the quality and timelinessof the Services we provide and are a testament to our dedication to punctualityand Client satisfaction in our Services. They also emphasize the collaborativenature of our engagement, where timely delivery of information from your endenables us to meet and exceed service expectations. By offering our guarantees,we aim to reinforce our commitment to exceptional service standards and provideour Clients with confidence and assurance in our professional relationship. Inthe unlikely scenario where we are unable to deliver the Services within thespecified timeframe due to a delay caused solely by our team, we will offer a25% reduction in the accounting fees for that particular month. Error,Fraud, or Theft Detection; Client Internal Controls: The Client acknowledges andagrees that the scope of this Agreement does not encompass proceduresspecifically designed to identify or uncover errors, fraud, or theft. As such, youshould not rely on our Services for the disclosure of such issues, as these areoutside the parameters of the LedgerWay Services. Client is responsible forestablishing and maintaining robust internal controls within your organization,which includes regular monitoring of ongoing activities.GovernmentInquiries: TheClient acknowledges and agrees that our Services do not include responding toany inquiries or audits from government agencies or tax authorities, unless theClient has engaged us for those specific Services, such as the ConciergePackage, which includes the support of Internal Revenue Service (the “IRS”) or stateaudits that were not pre-existing of this Agreement’s effective date. Shouldthe Client’s tax return be subject to such scrutiny, the Client has the optionto engage us specifically for this purpose. If the Client requests ourrepresentation or assistance in these matters, a separate Engagement Letter andProposal for hourly fees for IRS or state representation, and any additionalcosts which will be outlined in the Proposal.Responseto Legal Demands:Confidentiality of the information the Client provides during this Agreement isof utmost importance to us. In instances where we receive a legal demand, suchas a subpoena or court order, necessitating the disclosure of documents ortestimony related to this Agreement or the Services we perform for you, andwhere no legal prohibition exists prohibiting us to do so, we will promptlynotify the Client of such demands. We will cooperate, at your expense, in anyproceeding you bring to prevent a disclosure or to protect the confidentialityof any information.AdditionalFees for Incomplete or Late Records:In the event you provide us any requested documents late, incomplete, in anunusable state, or of higher complexity and transaction volume than initiallydescribed during our introduction call, we reserve the right to imposeadditional fees and expenses to address these issues, even if we previouslycommitted to a different fee structure. In such instances, we will proactivelycommunicate with the Client about the situation, the expected delay, and therevised fees before proceeding with further work. FeeAdjustments: TheFirm reserves the right to modify its fees under certain circumstances. Thismay occur if it becomes evident that the information initially provided by theClient does not accurately represent the financial activities of theorganization or business, or if there is a noticeable increase in yourorganization’s financial activities, even if the Firm previously confirmed aflat fee structure or  Such adjustmentsare necessary to ensure that our fees reflect the actual Services required. ForClients on a Package, the monthly flat fee may be adjusted if the trailingtwelve months’ gross revenue increases by 25% or more year-over-year. ForClients opting for hourly or pay-as-you-go Services, the Client acknowledgesthat LedgerWay may review and increase hourly rates throughout the term of theAgreement. By maintaining this review process, we aim to keep our feescommensurate with the level of service and complexity your account requires. Inaddition, this adjustment ensures that LedgerWay can continue to hire andattract talented personnel to perform the Services provided to the Client.Billing;Payment Terms and Options:For Clients on a monthly accounting package with a flat fee, we will processACH debits from your account to cover our professional fees, expenses, and anyout-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. For pay-as-you-goor hourly-based Clients, billing will occur at the beginning of the followingcalendar month for time and Services provided in the current calendar month. Paymentcan be made via ACH, eChecks, and credit cards. Details on eCheck and creditcard payments are available on our Client Portal at www.TheLedgerWay.com. Credit card payments are acceptedbut will incur a processing fee of 3.00%, subject to periodic adjustments. Ifpayment is made by a third party, we may require authorization confirmation. Weencourage open communication regarding any questions or concerns about fees andcosts.RetainerPolicy: A retainermay be required by LedgerWay, and its amount will be determined at the solediscretion of LedgerWay based on the scope of representation. The retainer willbe applied to monthly statements, and the Client is expected to promptlyreplenish it following the issuance of a statement reflecting its application.We reserve the right to request an increase in the retainer if we deem itnecessary due to representation complexities or delays in payment.RegularReimbursable Expenses:The Client is required to reimburse the Firm for routine operational expensessuch as postage, checks, signature stamps, and office supplies. Thesereimbursements will be billed on a monthly basis, alongside the Servicesprovided. This Agreement ensures regular compensation for these recurring,essential expenses incurred by the Firm in the course of providing Services.Approvaland Documentation of Additional Expenses: For any additional expenses beyond our regularoperational costs, the Firm will seek prior approval from you or the maincontact for the Client identified to us. Upon incurring such approved expenses,the Firm is committed to providing timely and satisfactory documentation tosupport each request for reimbursement. This process ensures transparency andagreement on the legitimacy and necessity of additional expenses.MileageReimbursement: Ininstances where the Firm’s Services necessitate travel by automobile, theClient shall reimburse the Firm for mileage. The reimbursement rate will alignwith the prevailing legal rate as established by the IRS. This standardizationwith the IRS rate provides a clear and universally accepted basis forcalculating travel expenses.Failureto Pay Our Invoices:Failure to settle your invoices within a reasonable timeframe may result in ahalt in Services or our withdrawal from the engagement, and the Firm reservesthe right to suspend or terminate Services upon non-payment. In such cases,compensation for time spent and charges incurred up to the effective date oftermination will be due immediately. Statements unpaid for over 30 days willincur an interest charge of the lesser of 10% per month from the 31stday post-statement issuance or the maximum amount allowable by law. Payments onoverdue statements are applied first to the oldest outstanding amount. In theevent of collection activities, we are entitled to recover attorneys’ fees andother financing costs from you. All unpaid balances over 90 days will be sentto collections without further notice to you.TerminationRights of the Firm:The Firm reserves the unequivocal right to terminate our Services in its solediscretion under certain conditions. These conditions include, but are notlimited to, non-compliance by the Client with the terms of this Agreement,outstanding past due invoices, mistreatment or disrespect of our employees,disagreements over financial reporting and presentation recommendations, or anycircumstances where adherence to professional standards necessitates ourwithdrawal. This ensures that the integrity of our Services and compliance withprofessional and ethical standards are maintained.Handlingof Documents Post Engagement:Upon the conclusion of our relationship, all documents provided by the Client and still in our possession will bereturned. Our work papers and other documents produced by the Firm, during theAgreement, are the exclusive property of the Firm. These documents will remainunder our control and are not subject to distribution without our explicitwritten consent. This policy is in place to safeguard the proprietary methodsand intellectual property inherent in these materials.Indemnity: Client shall at its own expenseindemnify and hold harmless, LedgerWay and its affiliates, subsidiaries, andassigns its respective officers, directors, employees, sublicensees, and agentsfrom and against any and all claims, losses, liabilities, damages, demand,settlements, loss, expenses, and costs, including attorneys’ fees and courtcosts, which arise directly or indirectly out of or related to any breach ofthis Agreement or the acts or omissions of the Client.Limitationof Liability: Inno event shall LedgerWay be liable to the Client for any indirect, incidental,consequential, special, or exemplary damages, including, without limitation,business interruption, loss of or unauthorized access to information, ordamages for loss of profits, arising out of the Services provided under thisAgreement. LedgerWay’s liability on any claim, loss, or liability arising outof or connected with this Agreement shall not exceed the amounts paid toLedgerWay during the year immediately preceding the event giving rise to suchclaim or action by the Client. Furthermore, LedgerWay shall not be liable forthe Client being subject to a federal or state audit, nor for covering anypenalties or interest associated with those audits.Waiver: The waiver by either party of abreach of or a default under any provision of this Agreement shall not beeffective unless in writing and shall not be construed as a waiver of anysubsequent breach of or default under the same or any other provision of thisAgreement, nor shall any delay or omission on the part of either party toexercise or avail itself to any right or remedy that it has or may havehereunder operate as a waiver of any right or remedy.Severability: Every provision in this Agreementis intended to be severable such that if any portion of this Agreement is foundto be invalid or unenforceable, such a finding will not affect the validity orenforceability of the remaining terms of this Agreement.Consentto Jurisdiction:All parties involved in this Agreement irrevocably agree to submit to the lawsand the exclusive jurisdiction of the federal and state courts located withinthe State of Delaware for any disputes, claims, or matters arising from orrelated to this Agreement.EntireAgreement. This Agreement,your Engagement Letter, your Proposal, and any schedules or exhibitsincorporated therein contain the entire agreement and understanding among uswith respect to the subject matter hereof, and supersedes all prior andcontemporaneous agreements, understandings, inducements, and conditions,express or implied, oral or written, of any nature whatsoever with respect tothe subject matter hereof. The express terms hereof control and supersede anycourse of performance and/or usage of terms or statements inconsistent with anyof the terms hereof.  [BN1]Yourefer to this as a Change of Service Request below. Is that what it is called?Can you give me some detail on what happens when additional services are addedafter an engagement letter is signed. [BN2]Seeabove, can we conform the process and names? [BN3]Whereare these terms? Can that be part of an exhibit or some other static document? [BN4]Whatdoes this mean? [BN5]Willthey get a login after an engagement letter is signed? How does this work? Weshould put in some additional detail around this. [BN6]Makethis a link to your privacy policy.

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