Terms & Conditions
Version 2.1 | Effective September 29, 2026
This Terms and Conditions Agreement (“Terms and Conditions”) governs all services provided by Accounting & Business Consulting Department PLLC, a Connecticut Professional Limited Liability Company doing business as ABCD (“ABCD”). These Terms and Conditions, together with any signed engagement letter between ABCD and the client (“Engagement Letter”) and any supplemental written requests agreed by the parties (each, a “Writing” as defined below), form the entire agreement between ABCD and the client (“Client”) regarding the services described therein (collectively, the “Agreement”). If there is any inconsistency between an Engagement Letter and these Terms and Conditions, the Engagement Letter controls.
ABCD may update these Terms and Conditions from time to time. Material changes will be communicated to Client in writing at least fourteen (14) days before taking effect. Unless a different effective date is specified in the notice, changes take effect fourteen (14) days after the date of notice. Client’s continued use of ABCD’s services after the effective date constitutes acceptance of the updated Terms and 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 Formation and Commencement – This Agreement is formed, and the engagement begins, when an Engagement Letter is executed by both parties. Payment is a condition of ABCD’s performance, not of formation: ABCD is not obligated to commence or continue Services until the fees specified in the Engagement Letter for those Services have been received, and ABCD’s performance of any act before payment does not waive that condition. Receipt of information or documents from Client does not, by itself, create or imply an engagement, and no engagement arises from preliminary discussions, consultations, or ABCD’s review of Client materials.
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. Client is solely responsible for identifying and reporting all such items, including digital asset transactions. Preparation of FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR), Form 8938, Statement of Specified Foreign Financial Assets, and all other foreign information returns is outside the scope of the Services unless expressly agreed in a Writing. Penalties for failure to file these forms are substantial and are Client’s sole responsibility.
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. ABCD relies entirely on Client’s representation of the states and localities in which Client has income, activity, or a filing obligation. ABCD is not engaged to perform a nexus study or to determine registration requirements in any jurisdiction. Client agrees to promptly notify ABCD of activity in any jurisdiction not addressed in the Engagement Letter.
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; Payment Terms – Fees are due in the amounts and on the schedule specified in the Engagement Letter. Unless the Engagement Letter provides otherwise, the full fee for a given return, project, or phase of Services is due before ABCD commences that return, project, or phase. Where an engagement covers multiple returns, tax years, or phases, each is billed and paid separately, and payment for one does not obligate ABCD to commence any other. Any additional amounts, including scope expansions and time incurred in excess of an estimate, are due prior to the release of any return or work product, whether in draft or final form. Invoices are due upon receipt. Invoices unpaid fourteen (14) days from the billing date may result in suspension of Services. Invoices unpaid thirty (30) days from the billing date may result in termination of the engagement, and Client remains responsible for all fees and expenses incurred through the effective date of termination.
5.3 Suspension/Termination for Nonpayment – ABCD may withhold Deliverables until all outstanding invoices are paid in full. If Services are terminated for nonpayment, Client remains responsible for all 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; Refunds – Any fee dispute must be raised in writing within thirty (30) days of the invoice date. Absent such notice, disputes are deemed waived. Fees become non-refundable upon commencement of the return, project, or phase to which they relate. If ABCD has not commenced a particular return, project, or phase, Client may request a full refund of the fee paid for that item in writing. Fees paid for a commenced item remain non-refundable regardless of whether any other item under the same Engagement Letter has been commenced.
5.7 Additional Services and Scope Expansions – If ABCD identifies services necessary to complete the engagement that were not included in the original quoted scope, ABCD will notify Client and proceed without delay. Fees for such additional services will be included in the final balance due prior to release of any return or work product. Client’s receipt of notification and failure to object in writing within three (3) business days constitutes acceptance of the additional services and associated fees. Any discounted or courtesy rate stated in the Engagement Letter applies only to the Services expressly quoted therein; additional services under this Section are billed at ABCD’s standard rates.
5.8 Corrections and Amendments – If an error by ABCD is identified and reported to ABCD in writing within three (3) years after the later of the date a return was filed or its original due date (without regard to extensions), or, for work product other than a return, within one (1) year after the date the work product was delivered, ABCD will correct the error at no charge. A correction under this section means revising and reissuing the affected return, schedule, or work product, and, where the return has already been filed, preparing the amended return necessary to correct it.
Work arising from an ABCD error that goes beyond the correction itself — including responding to notices or examinations, penalty and interest abatement requests, corresponding amendments in other jurisdictions or tax years, and any related representation — constitutes additional Services. ABCD will perform such work at no charge up to an aggregate value equal to the fees Client paid for the return or work product in which the error occurred, calculated at ABCD’s standard rates. Work beyond that amount will be billed at ABCD’s standard rates, subject to Section 6.2.
Corrections or amendments required due to incomplete, inaccurate, or subsequently provided information from Client, or due to a position Client directed ABCD to take, constitute additional Services and will be billed at ABCD’s standard rates. Nothing in this section limits or expands ABCD’s obligations under applicable professional standards, including the requirement to advise Client of an error in a previously filed return.
5.9 Inactivity and Dormancy – If Services for a given return, project, or phase have commenced but Client does not provide the information necessary to complete it by the later of (a) six (6) weeks before the applicable original or extended due date, or (b) three (3) months from the date Services for that item commenced, ABCD may treat that item as closed upon written notice to Client. Fees for that item, already earned upon commencement, remain non-refundable. Resuming Services after that point requires a new Engagement Letter and may be billed at ABCD’s then-current rates, reflecting any change in scope or complications resulting from the delay.
6. Limitation of Liability; Indemnification; Time Limitation on Claims
6.1 Allocation of Risk – The fees charged for the Services reflect the limitations of liability set forth in this Section. Client acknowledges that these limitations are a material inducement to ABCD’s willingness to perform the Services at the fees charged, and that ABCD would not perform the Services on the same terms absent them.
6.2 Limitation of Liability – ABCD’s aggregate liability for any claim, whether in contract, tort, statute, or otherwise, arising out of or relating to the Services shall not exceed the amount of fees paid by Client to ABCD for the specific return, project, or phase of Services giving rise to the claim, or the fees quoted for that item in the Engagement Letter, whichever is greater. In no event shall ABCD be liable for any special, indirect, incidental, consequential, exemplary, or punitive damages, or for lost profits, lost business opportunity, or loss of goodwill, even if advised of the possibility of such damages. ABCD is not responsible for interest, penalties, or additional tax resulting from Client’s failure to provide complete and accurate information on a timely basis, Client’s failure to pay amounts due to a taxing authority, or a position Client directed ABCD to take. Nothing in this Section limits or excludes liability for gross negligence, willful misconduct, or fraud, or any other liability that cannot lawfully be limited or excluded under Connecticut law.
6.3 Indemnification – Client agrees to indemnify and hold ABCD harmless from any claim, liability, cost, or expense, including reasonable attorney’s fees, arising from Client’s knowing misrepresentation, Client’s failure to disclose material information, or Client’s direction to ABCD to take a position ABCD advised against in writing. This indemnity does not apply to any claim arising from ABCD’s own negligence, gross negligence, or willful misconduct.
6.4 Time Limitation on Claims – Any claim arising out of or relating to the Services must be commenced within two (2) years after the date the return or work product giving rise to the claim was filed or delivered to Client, regardless of when the claim is discovered, except where a longer period is required by applicable law.
6.5 Claims by Third Parties – The Services are performed solely for Client’s benefit. ABCD assumes no duty or liability to any third party who obtains, reviews, or relies upon any Deliverable, whether or not ABCD knew such Deliverable would be provided to that party.
7. 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.
8. Bookkeeping, Prior-Year Review, and Financial Statements
8.1 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.
8.2 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.
8.3 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.
9. Tax Services and Advice; Government and Third-Party Requests
9.1 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.
9.2 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.
9.3 Government Inquiries and Examinations – Responding to inquiries, examinations, or audits by governmental authorities is not included in the Services. If ABCD agrees to assist, such representation requires a separate signed engagement letter, the applicable authorization forms (including IRS Form 2848, Power of Attorney and Declaration of Representative, or state equivalents), and agreement on fees before ABCD commences any representative services. Routine correspondence regarding a notice, where ABCD does not enter an appearance or file an authorization form, may be performed under a Writing and is billed at ABCD’s then-current hourly rates and out-of-pocket expenses. ABCD is available to discuss representation upon request, but no obligation to represent arises from the Agreement alone.
9.4 Third-Party Verification – Responding to verification requests from banks, lenders, or others is not included unless agreed in a Writing.
9.5 Extensions of Time to File – An extension of time to file is not an extension of time to pay. Tax owed for a tax year remains due by that year’s original filing deadline regardless of any extension, and Client is solely responsible for interest and penalties resulting from unpaid balances.
ABCD may, in its sole discretion and without further authorization from Client, prepare and file an application for extension of time to file any return within the scope of the Services, at any time and regardless of whether Client has delivered the requested records or paid the fees due. Client authorizes ABCD to sign and transmit such applications on Client’s behalf. This is a right and not an obligation: ABCD has no duty to file any extension, and responsibility for filing a timely return or a timely extension remains with Client. Filing an extension does not commence Services, does not waive any payment condition, and does not extend the time to pay any tax due.
An extension application must show a properly estimated tax liability. Where Client has not provided the information necessary to compute one, ABCD will estimate from the most recent information available, and Client accepts the risk that a taxing authority may determine the application invalid and assess late-filing penalties from the original due date. Certain states, including New York, will not grant an extension unless the properly estimated balance due is paid in full with the application. Client remains solely responsible for calculating and remitting that payment and for any resulting penalties and interest.
If an extension is to be filed with payment by electronic funds withdrawal, ABCD cannot transmit it until Client signs and returns the applicable authorization.
9.6 Electronic Filing – ABCD cannot transmit any return until Client signs and returns the applicable IRS e-file signature authorization and the corresponding state authorization forms. A return is not filed until ABCD receives Client’s signed authorization and the taxing authority accepts the transmission. If a transmission is rejected, the return is not considered filed, and Client remains responsible for any resulting late-filing consequences unless the rejection results from ABCD’s error and Client has provided complete information on a timely basis.
10. Limitations on Oral and Email Communications; Federally Authorized Practitioner Privilege
10.1 Oral or casual email communications should not be relied upon without written confirmation. Additional research or a fuller factual review may change preliminary views.
10.2 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.
11. Confidentiality and Data Security
11.1 Confidentiality – Except as required by law or regulation, ABCD will maintain the confidentiality of Client information provided in connection with the Agreement.
11.2 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.
11.3 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.
11.4 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.
11.5 Disclosure and Use of Tax Return Information – Internal Revenue Code §7216 and Treasury Regulation §301.7216 restrict the disclosure and use of tax return information by tax return preparers. Except as permitted or required by law, ABCD will not disclose Client’s tax return information to any third party, or use it for any purpose other than performing the Services, without Client’s prior written consent given on a separate consent document that satisfies Treasury Regulation §301.7216-3.
A request made by email, text message, or telephone is not sufficient authorization. If Client wishes ABCD to provide a return or return information to a lender, mortgage broker, financial advisor, attorney, prospective purchaser, or any other third party, Client must sign and return the required consent document before ABCD may release the information. ABCD cannot alter a consent document after Client has signed it, and consent cannot be given after the fact for a disclosure already made. Client should allow reasonable time for ABCD to prepare and obtain the consent document before any deadline.
Client acknowledges that ABCD may, without separate consent and as permitted by Treasury Regulation §301.7216-2, disclose tax return information to persons assisting ABCD in performing the Services, in connection with quality or peer review, and as otherwise required by law or professional standards.
Where ABCD prepares returns for both an entity and one or more of its owners, Client authorizes ABCD to use information obtained in connection with either return in preparing the other.
12. Records Retention and Ownership
12.1 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. ABCD will return Client’s original records whether or not a dispute over fees exists, consistent with U.S. Treasury Department Circular 230, §10.28, Return of Client’s Records. ABCD may retain copies of any records returned.
12.2 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.
12.3 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.
12.4 Client’s Record Retention – Client should retain all documents, canceled checks, and other data forming the basis of income and deductions for at least seven (7) years. These records may be necessary to substantiate the accuracy and completeness of a return to a taxing authority. ABCD’s retention of Workpapers under Section 12.2 does not satisfy Client’s own recordkeeping obligations.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. Governing Law; Venue; Dispute Resolution
18.1 Governing Law – The Agreement is governed by the laws of the State of Connecticut without regard to its conflicts-of-law rules.
18.2 Mediation – Any dispute arising out of or relating to the Agreement or the Services shall first be submitted to non-binding mediation in Danbury, Connecticut, with each party bearing its own costs and sharing the mediator’s fee equally. Except as provided in Section 18.5, neither party may commence arbitration or litigation until mediation has concluded or the other party has declined in writing to participate.
18.3 Arbitration – If mediation does not resolve a dispute in which the amount in controversy exceeds ten thousand dollars ($10,000), the dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its applicable rules, before one arbitrator, in Danbury, Connecticut. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
18.4 Venue – Disputes in which the amount in controversy is ten thousand dollars ($10,000) or less, and any action to enforce, confirm, or vacate an arbitration award, shall be brought in the state or federal courts located in Fairfield County, Connecticut. The parties consent to the exclusive jurisdiction and venue of those courts.
18.5 Collection Actions – Notwithstanding the foregoing, ABCD may bring an action to collect unpaid fees in any court of competent jurisdiction located in Fairfield County, Connecticut, including small claims court, without first submitting the matter to mediation or arbitration.
19. 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.
20. 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.
21. Miscellaneous
21.1 No Third-Party Beneficiaries – The Agreement creates no rights in any third party.
21.2 Severability – If any provision is held unenforceable, the remaining provisions remain in full force and effect.
21.3 Waiver – A waiver of a breach is not a waiver of any other breach. No waiver is effective unless in a Writing.
21.4 Entire Agreement; Amendments – The Agreement constitutes the entire agreement regarding the subject matter and supersedes prior or contemporaneous communications and proposals. An Engagement Letter may be amended only by a writing signed by both parties. These Terms and Conditions may be updated by ABCD in accordance with the notice procedure set forth above, and such an update is not an amendment to the Engagement Letter.
21.5 Electronic Signatures – Electronic signatures and counterparts are valid and binding to the fullest extent permitted by law.
21.6 Survival – Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21 survive termination of the Agreement.
Effective Date: These Terms and Conditions become effective on September 29, 2026 (the “Effective Date”) and supersede all prior versions. For any Client with an engagement in effect before the Effective Date, these Terms and Conditions take effect fourteen (14) days after the date ABCD provides notice of the update, in accordance with the notice provision above. 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.
