Terms & Conditions

TERMS & CONDITIONS

FOR APPOINTMENTS AND ENGAGEMENTS

By booking an appointment with Callaghan Public Accounting, Inc. (“Callaghan Public Accounting,” “we,” “us”), you acknowledge that:

These Terms and Conditions apply to your appointment and to any services we provide in connection with that appointment; and
If you later sign a separate Engagement Agreement with us, that Engagement Agreement will add to and incorporate these Terms and Conditions for all services covered by that agreement.

Booking an appointment does not by itself create an ongoing engagement. An ongoing engagement only begins if and when you sign a written Engagement Agreement with us.

1. Nature of the Appointment

and Consulting-Only Meetings

Many clients schedule an appointment either:

To begin a longer-term engagement, or
To obtain limited, one-time consultation or advice and then handle matters on their own.

Unless and until a separate Engagement Agreement is signed:

Any services we provide are limited to the consultation time and any specifically agreed follow-up;
Our advice may be verbal and informal only, and is not written advice under Circular 230 and not a formal tax opinion; and
You remain solely responsible for any decisions you make or actions you take based on our discussion.

If you require ongoing services (such as tax return preparation, bookkeeping, or recurring advisory services), additional work must be documented in a separate Engagement Agreement before we have any obligation to perform such services.

2. Client Responsibilities

You are solely responsible for all decisions you make regarding your tax, accounting, financial, and business matters, including decisions made based on your appointment or any subsequent engagement.

You acknowledge and agree that:

You possess the skill and experience to evaluate the sufficiency of the services contemplated under any Engagement Agreement;
You have final responsibility for the results of the services, including:
- The accuracy of any journal entries required to complete your financials;
- The integrity of your trial balance, general ledger, and/or financial accounting systems; and
- The soundness of any internal controls you deem necessary to maintain your books and records; and
You are responsible for reviewing and approving any deliverables we prepare before you rely on them or provide them to third parties.

You agree to provide timely, accurate, and complete information and to disclose all facts that may be relevant to the services. Late, incomplete, or inaccurate information can result in errors, missed deadlines, penalties, and interest that are your responsibility.

3. Our Use of Your Information and Our Right to Rely

Callaghan Public Accounting does not audit or independently verify information you provide in connection with our services and will generally rely on information as provided by you.

However, we will not unreasonably rely on information that, on its face, appears incomplete, inaccurate, or otherwise unreliable. You agree to provide reasonable access, as we deem necessary in our professional judgment, to:

Prior financial statements, trial balances, or general ledgers;
Prior accountants, bookkeepers, or service providers who may have relevant information; and
Other supporting documentation we request.

If we do not receive the information or representations we deem necessary to complete our services, we reserve the right to cease work, postpone deadlines, or terminate the engagement (or appointment-related work). We will not be responsible for any economic or non-economic loss (whether direct, indirect, or consequential) resulting from inadequate or inaccurate support or documentation, or from a failure to provide relevant information.

4. Scope Limitations – No Audit, Review, or Compilation

Unless expressly stated in a separate written Engagement Agreement:

Our services do not constitute a compilation, review, or audit of your financial statements or financial information;
We do not evaluate your internal controls;
We do not provide attestation services or procedures suitable for third-party use; and
Our services are not intended to confer any benefit on any third party, and our liability to any third party is expressly disclaimed.

If you require financial statements, financial information, or attestation suitable for third-party use (for example, for lenders, investors, or regulators), you must request those services separately and execute a specific Engagement Agreement covering that work.

Callaghan Public Accounting is acting in an advisory capacity only. We are not your employee, we are not managing your business, and we do not act as a fiduciary or agent. You are responsible for overseeing the advisory services and for implementing or rejecting any recommendations we make.

We are not responsible for identifying, detecting, or disclosing any fraud, defalcation, or irregularities that may exist. We also have no responsibility or liability for any errors or omissions made by prior service providers.

We do not provide legal advice and do not undertake to ensure your compliance with any law, including but not limited to employment law and eligibility of any employee to work in the United States.

We will not prepare any government-required forms as part of your appointment or any engagement other than those specifically listed in your Engagement Agreement or fee schedule. Any additional forms or services must be covered by a separate agreement before we have responsibility for those services.

5. Documentation, Support, and Recordkeeping

IRS guidance requires taxpayers to retain tax return information and supporting records as long as such information remains relevant to documenting and substantiating tax positions. You acknowledge that:

You are solely responsible for maintaining adequate documentation of tax positions claimed on your returns and for any underlying books and records;
This includes documentation related to financial transactions, related-party transactions, purchases and sales of assets (including investments), and tax basis; and
Failure to provide adequate documentation to taxing authorities when requested may result in disallowance of positions and in additional tax, penalties, and interest.

Your tax returns may be selected for examination by federal or state authorities. You may have rights of appeal or remedy, but we do not guarantee any outcome or success in connection with any examination.

The IRS expects you to maintain supporting documents such as sales slips, paid bills, invoices, receipts, deposit slips, cancelled checks, and similar records in an orderly fashion and in a safe place.

Acceptable storage options include, but are not limited to:

QuickBooks Online or similar systems (attaching receipts/invoices to transactions);
Email-based storage, using a dedicated account to store documentation; or
Physical storage at a location of your choosing.

We may retain copies of documentation you provide in digital format to support work we have performed. However, providing us with copies does not relieve you of your responsibility to maintain ultimate control over your original records and to satisfy any tax or regulatory authority requirements.

6. Scope and Basis of Accounting

Unless otherwise specified in a separate Engagement Agreement, we may prepare financial information using one of the following bases of accounting, or a modified form thereof, at our discretion:

Cash Basis – Income is recorded when received and expenses when paid.
Tax Basis – Financial information is prepared consistent with the method used to file your tax returns, including the use of tax fixed-asset schedules.
Accrual Basis – Income is recorded when earned and expenses when incurred, which may provide a more complete picture of your financial position.

Specialized procedures (SOPs) may be developed for clients with significant accounts receivable and accounts payable.

7. No Third-Party Reliance

Any summaries, written documentation, or other deliverables we provide (including emails and memos) are intended solely for your use and benefit.

You agree that:

No third party may rely on our work product for any purpose, including determining your creditworthiness or financial status;
You will not provide our draft work product to any third party; and
You will not provide our final work product to any third party, or use it in marketing materials or prospectuses, without our prior written permission, except where sharing is required to fulfill your legal obligations (for example, to tax authorities).

We have no liability to any third party for any conclusions or outcomes they derive from your use or disclosure of our work.

8. Confidentiality and Permitted Disclosures

We are required to maintain the confidentiality of information we receive in connection with our services. We will not use your information beyond what is necessary to provide services, and we generally will not disclose your information to third parties without your consent.

Original documents you provide will be returned to you upon completion of the engagement or upon request, subject to any legal obligations.
Workpapers we create in connection with this engagement are our property, and we reserve the right to retain or destroy them in accordance with our internal policies.
Final work product (such as final analyses, summaries, and final tax returns) is your property, subject to the restrictions on third-party sharing described above.

We may be required, by court order, subpoena, or other compulsory legal process, to provide workpapers or other information to regulatory or legal authorities. Any disclosure made in response to such processes will not constitute a breach of our confidentiality obligations.

You agree to reimburse us for our time and reasonable expenses (including legal fees) in responding to such legal or regulatory requests that relate to your matters.

9. Electronic Communications and Signatures

You consent to our use of electronic communications (including email, portals, and cloud platforms) to exchange information and documents with you. While we use reasonable commercial efforts to secure communications, you acknowledge that no method is completely secure and that we have no control over unauthorized third-party interception or interruption.

You also agree that:

An electronic signature affixed through commercially available e-signature software, or a manually signed document transmitted electronically (e.g., by email, fax, or cloud upload), may be treated as an original; and
We may reasonably rely on such signatures as valid and intentional unless reliance is deemed unreasonable.

10. Fees, Adjustments, and Subsequent Discovery

You agree that our fees may be adjusted in circumstances including, but not limited to:

Expanded scope due to new or previously undisclosed information;
Delays or re-work caused by you;
Issues related to prior professionals that affect the current work; or
Other significant factors outside our control that impact the performance of services.

If, after completion of services, you later discover new or additional information, we are not obligated to revise, update, or re-submit our prior work. Any such additional work will be treated as a new engagement and billed at our then-applicable standard rates or under a new fee schedule.

11. Limitation of Liability and Exclusion of Damages

You agree that Callaghan Public Accounting shall not be liable for any damages, costs, or expenses arising out of or related to your providing false, inaccurate, or incomplete information.

If any of our partners, shareholders, members, officers, employees, or related entities (“Callaghan Persons”) are found liable to you:

The total liability of Callaghan Public Accounting and any Callaghan Person shall not exceed the total fees you paid to us for the services at issue; and
In no event shall we be liable for consequential, indirect, punitive, exemplary, lost profits, or similar damages.

These limitations do not apply where prohibited by law or in the event of willful misconduct or other liability that cannot lawfully be limited.

Because we rely on your oral and written representations to perform our services, you release and indemnify us from all claims, liabilities, costs, and expenses attributable to any misrepresentation by you or your representatives.

12. Responsibilities for Errors on Tax Returns

If an error by us is discovered on a tax return we prepared:

You remain responsible for any additional tax, excise tax, ACA penalties, and interest that may be due;
Our responsibility is limited to paying certain penalties (other than accuracy-related, fraud, or substantial underpayment penalties), to the extent such penalties are directly attributable to our error.

If the IRS asserts an accuracy-related penalty against us as your preparer due to your error, omission, or negligence, you agree to reimburse us for all legal costs incurred in defending against that penalty and to reimburse us for the penalty itself if we are required to pay it.

13. Defense, Indemnification, and Hold Harmless

You agree to defend, indemnify, and hold harmless Callaghan Public Accounting and all Callaghan Persons from any third-party claims, losses, damages, and liabilities related to our services, except to the extent a court of competent jurisdiction determines such loss is the result of our willful misconduct or gross negligence.

This includes reimbursing us for legal and other expenses incurred in investigating or defending such third-party claims.

14. Legal Process and Subpoenas

If we are required to respond to a court order, subpoena, or other compulsory legal process in a matter where you are a party but we are not, you agree to reimburse us for:

Staff time incurred in responding to such requests, and
Reasonable out-of-pocket costs, including legal fees.

15. Termination

Either you or Callaghan Public Accounting may terminate services at any time by written notice.

We may suspend or terminate services immediately if, in our sole judgment:

You request actions that would violate laws, professional standards, or our ethical obligations;
We become aware of information suggesting that funds or activities connected to your matter originate from illegal activities; or
Continuing the engagement would be damaging to our professional or personal reputation.

Upon termination:

Our services will be deemed complete as of the date of termination;
You will owe us for time expended and out-of-pocket costs incurred through the date of termination; and
If you pre-paid for retainer or package services, we generally will have no obligation to refund amounts paid, except as required by law.

16. Engagement Duration and One-Year Limitations Period

Each engagement (including a one-time consultation associated with your appointment) is a separate, discrete transaction.

You agree that any claim for loss, injury, damages, or liability arising from services we provide must be brought within one (1) year from the last date of services for the engagement at issue, regardless of when you discovered, or should have discovered, the existence of the claim.

For tax engagements, our engagement ordinarily concludes when:

You accept the services outlined in the Engagement Agreement, and
You accept and submit the executed tax returns, or authorize us to e-file them.

Any follow-up services beyond that point constitute a new engagement subject to a new Engagement Agreement (which will incorporate these Terms & Conditions unless otherwise stated).

17. Force Majeure

Neither you nor we will be considered in breach of these Terms due to delays or non-performance caused by events beyond reasonable control, including but not limited to natural disasters, war, terrorism, widespread outages, or epidemics.

Force majeure does not excuse payment obligations for fees or costs relating to work already performed.

18. Choice of Law and Arbitration

These Terms and any related Engagement Agreement are governed by the laws of the State of Michigan.

Except for disputes regarding unpaid invoices not disputed within 14 days of receipt, all disputes arising out of our work shall be resolved by binding arbitration before a single arbitrator under the commercial arbitration rules of the American Arbitration Association (AAA), to be held in Kalamazoo, Michigan.

The arbitration and decision/award shall be rendered within 90 days from filing the Demand for Arbitration, unless extended by agreement.
The arbitrator’s decision is binding and may be enforced in any court of competent jurisdiction.
Any award in your favor shall be limited to no more than the total fees you paid to us for the services at issue.

Arbitration costs will be shared equally, except that each party is responsible for its own legal counsel and expert fees.

19. Entire Agreement

These Terms & Conditions, together with any Engagement Agreement or fee schedule you sign with us, represent the entire agreement between you and Callaghan Public Accounting regarding the services described and supersede any prior oral or written understandings.

Any material amendment to:

These Terms & Conditions,
Scope of services, or
Fee arrangements

must be in writing and signed by both you and Callaghan Public Accounting.

Very Respectfully,

Daniel Callaghan, CPA
Callaghan Public Accounting, Inc.