Terms & Conditions

1. Definitions

1.1 “Writing” means a written communication that (i) identifies a specific and discrete request for services to supplement the Engagement Letter, and (ii) is acknowledged by ABCD. Email qualifies as a Writing. SMS/text messages, instant messages, and other ephemeral messaging that does not preserve an archival record do not qualify as a Writing.

1.2 “Services” means the professional services described in an Engagement Letter and any applicable Writing.

1.3 “Workpapers” means ABCD’s internal documents, files, analyses, notes, and other materials created or compiled by ABCD in the course of performing Services.

1.4 “Deliverables” means documents or work product expressly identified in the Engagement Letter or a Writing as being provided to Client for Client’s use (for example, tax returns, schedules, or written advisory reports).

2. Engagement and Scope

2.1 An engagement begins only when (a) an Engagement Letter is executed by both parties and (b) any required retainer specified in the Engagement Letter is received by ABCD. Receipt of information or documents from Client does not, by itself, create or imply an engagement.

2.2 The scope of Services is limited to those expressly stated in the Engagement Letter and any applicable Writing. Services outside that scope are not included unless agreed in a separate Writing.

2.3 ABCD is not engaged to detect errors, fraud, or theft. No engagement may be relied upon to disclose such matters unless the Engagement Letter explicitly states that such procedures are included.

3. Client Responsibilities

3.1 Records and Information – Client is solely responsible for maintaining accurate and complete records sufficient to support any tax returns, filings, or financial information. This includes all income (including cryptocurrency and payments received through platforms such as PayPal and Venmo), deductions, credits, foreign financial accounts, and ownership interests in foreign entities.

3.2 Timely Cooperation – Client agrees to provide complete and accurate information and timely access to personnel and systems as needed for ABCD to perform the Services. Unless expressly contracted in a Writing, ABCD will not verify the accuracy or completeness of Client-provided information.

3.3 Responsible Individual – Client shall designate an individual with suitable skill, knowledge, and experience to oversee the Services, evaluate results, make all management decisions, and accept responsibility for outcomes. Client remains responsible for establishing and maintaining internal controls and monitoring ongoing activities.

3.4 Basis Schedules and K-1 Distribution – Client is solely responsible for maintaining shareholder/partner/member tax basis schedules and distributing Schedule K-1s to recipients. Preparation of such schedules by ABCD requires a separate Writing.

3.5 S-Corporation Compensation – Client is solely responsible for determining reasonable compensation for S-Corporation shareholder-employees. If tax authorities reclassify payments, Client is responsible for any resulting taxes, penalties, and interest.

3.6 Estimated Taxes – ABCD may calculate estimated payments under safe-harbor rules based on the current tax year. Updates to reflect actual income constitute additional Services and require a Writing; requesting such updates is Client’s responsibility.

3.7 State and Local Obligations – Unless expressly included in the Engagement Letter or a Writing, Services do not include state or local tax filings or related compliance. Client bears sole responsibility for such obligations.

4. Relationship of the Parties

ABCD acts as an independent contractor. The relationship does not create a partnership, joint venture, fiduciary duty, employer-employee, or principal-agent relationship. ABCD’s obligations are those of the entity only; no owner, employee, or agent of ABCD has personal liability to Client.

5. Fees, Payment, and Expenses

5.1 Fees – Professional time is billed at the rates stated in the Engagement Letter, in increments of one-tenth of an hour, unless otherwise specified.

5.2 Invoices; Late Charges – Invoices are due upon receipt. Invoices unpaid thirty (30) days from the billing date may accrue interest at one-half of one percent (0.5%) per month (six percent (6%) per annum) from the billing date.

5.3 Suspension/Termination for Nonpayment – ABCD may suspend Services or withhold Deliverables if invoices are not paid when due. If Services are terminated, Client remains responsible for fees and expenses incurred through the effective date of termination.

5.4 Collection Costs – Client agrees to reimburse ABCD for reasonable attorney’s fees, court costs, and other expenses incurred in collecting unpaid amounts.

5.5 Expenses – Client agrees to reimburse incidental costs and out-of-pocket expenses reasonably incurred in performing the Services, including copying, shipping, mailing, filing fees, and governmental fees, and, when applicable, reasonable travel and related expenses.

5.6 Fee Disputes – Any fee dispute must be raised in writing within thirty (30) days of the invoice date. Absent such notice, disputes are deemed waived.

6. Professional Standards; Standard of Care

ABCD performs Services in accordance with applicable AICPA standards, including the Statements on Standards for Tax Services (SSTS), Statements on Standards for Consulting Services (SSCS), the AICPA Code of Professional Conduct, and U.S. Treasury Department Circular 230. ABCD will exercise the level of care of a reasonable Certified Public Accountant under similar circumstances.

7. Bookkeeping, Prior-Year Review, and Financial Statements

7.1 Bookkeeping Assistance – If ABCD determines bookkeeping assistance is necessary to complete the Services, ABCD will notify Client in a Writing. If Client declines, ABCD may withdraw from the engagement; Client remains responsible for fees and expenses incurred to the effective date.

7.2 Prior-Year Review – ABCD may review prior-year information to carry out the Services. Such review is limited to the scope of the Services and may not identify all errors. Preparation of amended returns or corrective work requires a separate Writing.

7.3 Financial Statements – Unless expressly agreed in a Writing, Services do not include the preparation of financial statements or an audit, review, or compilation, and ABCD will not issue an accountant’s report.

8. Tax Services and Advice; Government and Third-Party Requests

8.1 Tax Planning and Advice – Tax planning or written tax advice is not included unless expressly stated in the Engagement Letter or a Writing. Any advice is based on authorities and facts available at the time and is not updated after Services conclude unless otherwise agreed in a Writing.

8.2 Arguable Positions – Where tax law is unclear, and substantial support exists, ABCD may explain alternative positions. ABCD will follow the position requested by Client if consistent with applicable authorities. Client acknowledges that contested positions may result in additional tax, penalties, interest, and professional fees, for which Client is solely responsible.

8.3 Government Inquiries and Examinations – Responding to inquiries, examinations, or audits by governmental authorities is not included unless agreed in a Writing. If ABCD agrees to assist, Client agrees to pay ABCD’s then-current hourly rates and out-of-pocket expenses.

8.4 Third-Party Verification – Responding to verification requests from banks, lenders, or others is not included unless agreed in a Writing.

9. Limitations on Oral and Email Communications; Federally Authorized Practitioner Privilege

9.1 Oral or casual email communications should not be relied upon without written confirmation. Additional research or a fuller factual review may change preliminary views.

9.2 Internal Revenue Code §7525 provides a limited confidentiality privilege for certain tax advice communications with federally authorized tax practitioners. The privilege is limited and does not apply to records required to support filings, to state tax issues or proceedings, or to private civil litigation or criminal matters. Client is responsible for asserting the privilege, and inadvertent disclosure may waive it.

10. Confidentiality and Data Security

10.1 Confidentiality – Except as required by law or regulation, ABCD will maintain the confidentiality of Client information provided in connection with the Agreement.

10.2 Security – ABCD stores Client data using Advanced Encryption Standard (AES) with 256-bit cipher strength or other industry-standard encryption methods of comparable strength and uses reasonable safeguards to protect against unauthorized disclosure.

10.3 Transmission Risks – Electronic transmission and storage involve inherent risks. Client accepts those risks and agrees that ABCD is not responsible for any unauthorized access, alteration, or transmission issues except to the extent caused by ABCD’s gross negligence or willful misconduct.

10.4 No Data Backup Services – ABCD does not provide data backup or archival services for Client. Client remains solely responsible for maintaining its own complete records.

11. Records Retention and Ownership

11.1 Return of Originals – ABCD will return Client’s original records upon request. Records may be collected at 9 Laurel Dr, Brookfield, CT 06804, or mailed to Client for an additional fee reflecting actual postage and handling or ABCD’s standard administrative rate.

11.2 Workpapers – Workpapers are the sole property of ABCD and will be maintained in accordance with applicable legal and regulatory requirements. ABCD generally retains Workpapers for seven (7) years but may destroy them earlier in the event of catastrophic loss or deterioration.

11.3 Copies and Deliverables – Copies maintained by ABCD are for documentation purposes only and do not satisfy Client’s recordkeeping obligations. Deliverables provided to Client may be used solely for Client’s internal purposes.

12. Proprietary Materials and Intellectual Property

All templates, methodologies, reports, checklists, questionnaires, forms, and other materials provided to Client are confidential and proprietary to ABCD. Client receives a limited, non-transferable license to use such materials solely for its internal business or personal purposes and may not copy, distribute, or disclose them to third parties without ABCD’s prior written consent.

13. Referrals

At Client’s request, ABCD may identify other service professionals for Client’s consideration. Client is solely responsible for selecting and retaining any such professional. ABCD does not oversee and has no responsibility for services provided by any referred professional.

14. Conflicts of Interest

If ABCD determines that a conflict of interest impairs the ability to perform Services consistent with professional standards, ABCD may suspend or terminate Services without issuing work product. ABCD will notify Client of the conflict and its effect. ABCD has no liability for damages arising from suspension or termination due to a conflict.

15. Force Majeure

ABCD is not liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, epidemics/pandemics, acts of government, labor disputes, utility or communications failures, cyber incidents, or failures of third-party service providers or software platforms used in delivering the Services.

16. Termination

Either party may terminate the engagement (a) for convenience upon ten (10) days’ written notice, or (b) immediately for cause, including material breach or nonpayment. Upon termination, Client shall pay for all Services performed and expenses incurred through the effective date of termination. ABCD may retain copies of records and Workpapers as permitted by law and professional standards.

17. Governing Law and Venue

The Agreement is governed by the laws of the State of Connecticut without regard to its conflicts-of-law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fairfield County, Connecticut.

18. Subcontractors and Assignment

ABCD may use independent contractors or other service providers to perform portions of the Services; ABCD remains responsible for the Services. Neither party may assign the Agreement without the prior written consent of the other party, except that ABCD may assign the Agreement in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee assumes ABCD’s obligations.

19. Notices

Notices under the Agreement must be in a Writing and are deemed given when sent by email, nationally recognized overnight courier, or certified mail to the addresses last provided by the receiving party. Notices to ABCD may be sent to: 9 Laurel Dr, Brookfield, CT 06804 and cnajjar@brookfieldabcd.com.

20. Miscellaneous

20.1 No Third-Party Beneficiaries – The Agreement creates no rights in any third party.

20.2 Severability – If any provision is held unenforceable, the remaining provisions remain in full force and effect.

20.3 Waiver – A waiver of a breach is not a waiver of any other breach. No waiver is effective unless in a Writing.

20.4 Entire Agreement – The Agreement constitutes the entire agreement regarding the subject matter and supersedes prior or contemporaneous communications and proposals.

20.5 Electronic Signatures – Electronic signatures and counterparts are valid and binding to the fullest extent permitted by law.

20.6 Survival – Sections 3, 5, 6, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18, 19, and 20 survive termination of the Agreement.

Effective Date: These Terms and Conditions become effective on September 15, 2025 (the “Effective Date”). For future updates, if no date is specified in ABCD’s notice to Client, the Terms and Conditions will automatically become effective fourteen (14) days after the date of such notice.