This Services & Deliverables Engagement Letter covers an agreement (“Agreement”) between “you” (or “Client”) and Centurion Group Advisors, Inc., a California professional corporation doing business as Shared Economy Tax (hereto referred to as “SET” or “we” or “us”), to provide the services described below.
You are engaging us to provide the following:
- Bookkeeping Diagnostic – Review of chart of accounts and journal entries for the tax year ended December 31, 2019 (“TY2019”) or December 31, 2020 (“TY2020”).
- Financial Data Review and Support – Review of financial data including banking records and receipts, setup/modification of accounting systems and software, and transaction categorization.
The Deliverables related to the above Services are to be provided exclusively to you and shall not be used for any other purpose than as agreed between you and SET.
Based on our discussions we expect to provide you the following Deliverables:
- Bookkeeping Diagnostic Report: A prepared word document outlining specific issues with respect to your accounting system. This report will detail needs, material issues, and areas for improvement.
Fees are set forth that may be required arising from complexity (with regards to Internal Revenue Code, Procedures, and Rulings), multiple requests for information, or for time required to organize information provided by Client.
We estimate that total Fees to be 550 to 650 United States Dollars (or “$”).
We will communicate to you in advance of performing additional work should we expect Fees to change outside of the scope of this Agreement via written communication.
Financial data review and support will be provided on an as-needed or as-requested basis at a discounted rate of $55.00 per hour for junior accountant time and $150.00 per hour for partner review. We will communicate hourly expectations before commencing accounting work.
Please note that this is only an estimate and is not inclusive of additional work that may be required during the above-referenced engagement and pursuant to the Agreement. We do not warrant or guarantee that the actual Fees will not be higher than estimated amounts insofar as complicated accounting matters often involve unexpected issues which take time and effort to resolve.
Any out-of-pocket expenses that we incur in connection with this engagement and performance under this Agreement will be billed to you directly as incurred, with your prior written approval as to expenses exceeding $50.00.
Your first NONREFUNDABLE payment of $550 is due upon signing of this Agreement, with the balance owed for services fees and expense reimbursement being due upon your receipt of the draft Deliverables. Unless otherwise agreed upon by the parties in writing, the Deliverables will be finalized and provided to you only upon final payment of the balance owed by you for Services rendered and related Fees, as well as out-of-pocket costs incurred by us in connection with our performance under this Agreement. To the extent that any amounts owed by You pursuant to this Agreement have not been paid in a timely manner and in accordance with the payment terms agreed to hereunder by the parties (e.g. when we have provided the Deliverables to you) we reserve the right to assess interest charges against the outstanding balance (commencing as of the date that payment of the outstanding balance is past due) at the rate of ten percent (10%) per annum.
We will not audit or otherwise verify the data you submit, although we may ask you to clarify some of the information. We may furnish you with organizers and/or questionnaires to help you gather and organize the necessary information for us in order to keep our fees to a minimum.
It is your responsibility to maintain, in your records, the documentation necessary to support the data used in preparing your tax returns, including but not limited to the auto, travel, entertainment, and related expenses and the required documents to support charitable contributions, regardless of the amount. It is also your responsibility to carefully examine and approve your completed tax returns before signing any signature authorization forms. We will rely, without further verification and in accordance with industry standards, upon information you provide to us from third parties including, but not limited to, K-1’s 1099’s, 1098’s, receipts and similar items.
You agree to not hold us liable for any tax liabilities owed by you. Any tax liabilities as calculated by us are your responsibility to remit to the relevant tax authority and not the responsibility of Shared Economy Tax. We may assist Client in directing payments, but will not be responsible for failure of payment and for any consequences that result from failure to pay, including but not limited to interest and penalties. AS A LIMITATION OF OUR LIABILITY UNDER THIS AGREEMENT and as further described and subject to the provisions of the Limitations section below, you agree to hold us liable only to the extent of the total amount of fees for applicable Services that you have paid pursuant to this Agreement.
Deliverables prepared by SET and the information exchanged between the parties to this Agreement is confidential. The IRS and/or SET cannot disclose your tax information to anyone else without your explicit consent.
The proprietary resources, calculators, written and oral advice provided by SET are provided for your exclusive use and benefit pursuant to a relationship exclusively with you and shall not be shared for any other purposes as agreed herein.
You will own all tangible written material prepared for and delivered to you under this Agreement, except as follows: working papers, preexisting materials, know-how, processes, or other intellectual property (including a non-client specific version of any deliverables) which we may have discovered or created as a result of the Services. You have a nonexclusive, non-transferable license to use such materials included in the Deliverables for your own use as part of such Deliverables.
In addition to the Deliverables, we may develop software or electronic materials (including spreadsheets, documents, databases and other tools) to assist us with an engagement. If we make these available to you at your own cost, they are provided at your own cost (e.g., you will reimburse us for any related copying or delivery charges), on an “as is” basis, and your use of these materials is at your own risk.
Except to the extent finally determined to have resulted from our gross negligence or intentional misconduct, SET’s aggregate liability for all claims, losses, liabilities or damages in connection with this engagement letter or the Services, whether as a result of breach of contract, tort (including negligence) or otherwise, regardless of the theory of liability asserted, is limited to no more than the total amount of Fees paid to us for the particular, applicable Service giving rise to the liability under this Agreement. In addition, SET will not be liable in any event for lost profits, consequential, indirect, punitive, exemplary or special damages. Notwithstanding any other provisions of this Agreement, SET shall have no liability whatsoever arising from or relating to any third party hardware, software, information or materials selected or supplied by you to us in connection with our performance hereunder.
Termination of Services
This Agreement will continue in effect according to its terms, unless terminated by us or by you in writing. Either party may send to the other a written notice of termination at any time and in accordance with the “Notice” section below. If either party terminates this Agreement, we will stop all work for you, consistent with ethical requirements. Each party agrees to sign any documents reasonably necessary to complete our discharge or withdrawal. Following termination, we will promptly bill you for all outstanding fees for Services and costs incurred through the termination date, which Fees and costs shall be due and payable no later than thirty (30) days subsequent to the termination date.
Notices given under this Agreement must be in writing and sent via email, overnight courier, hand delivered, or mailed by certified or registered mail, to the party at its address set forth at the signature page of this Agreement, or to the e-mail address, facsmile number or mailing address provided to the other party in writing from time to time in accordance with this Agreement. Either party may change its address by giving notice of such change to the other party. If notice is made by personal delivery, courier or mail, notice will be deemed made upon delivery. If notice is made by e-mail or facsimile, notice will be deemed made upon transmission of the e-mail or facsimile.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard for conflict of laws principles. Any action arising under or relating to this Agreement may only be initiated and maintained in competent state and federal courts located in Los Angeles. You and we hereby consent and submit to the personal jurisdiction of these courts for the purpose of any litigation. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the Agreement will be severable and remain in effect. This Agreement may be executed in a number of counterparts, and all executed counterparts together will constitute one and the same agreement. Any such execution may be of a facsimile copy hereof, and any signature transmitted to another party by facsimile will be valid and binding. Together with any addenda or other attachments to this Agreement, this Agreement is our entire agreement with respect to its subject matter, and this Agreement supersedes all prior agreements, representations, and negotiations. This Agreement may be modified only by a writing signed by both parties. The parties shall not be deemed to waive any of their rights or remedies under this Agreement unless such waiver is in writing and signed by the party to be bound. No delay or omission on the part of either party in exercising any right hereunder shall operate as a waiver of such right or any other right, whether concurrent or future. The headings in this Agreement are for convenience only. In the event a dispute between the parties hereunder with respect to this Agreement is resolved by litigation or other proceeding, the prevailing party shall be entitled to receive reimbursement for all associated reasonable attorneys’ fees and costs from the other party.
We sincerely appreciate the opportunity to serve you. Please date and sign this Agreement, acknowledging your agreement with the terms and conditions stated herein and your acceptance of your responsibilities hereunder.
Shared Economy Tax