Terms & Conditions

You have entered into an Engagement Agreement for services covered by this accompanying terms and conditions:

Client Responsibilities – You are solely responsible for all decisions made with respect to the items identified in the accompanying Engagement Agreement, including information supplied to Callaghan Public Accounting, Inc. by you in support thereof. You acknowledge and agree that you possess the skill and experience to evaluate the sufficiency of the services contemplated in this agreement, and that you shall have final responsibility for the results of the services, including: the accuracy of any journal entries required to complete your financials; the integrity of the your trial balance, general ledger and/or financial accounting systems; and the soundness of any internal control determined by you to be necessary to maintain your books and records.

Callaghan Public Accounting, Inc. does not audit or independently verify information provided to us in connection with these services and shall generally rely on the information as provided. However, we may not unreasonably rely on information provided by you if such information on its face appears incomplete, inaccurate, or otherwise unreliable. You agree to provide reasonable access to information that Callaghan Public Accounting, Inc. in its professional judgment, deems necessary to perform our services under all engagements, including access to prior financial statements, trial balances or general ledgers, and where feasible, prior accountants, bookkeepers, or service providers who may be in possession of relevant information. If we do not receive the requisite information or representations needed to complete our services, we reserve the right to cease all work and terminate all engagements. Callaghan Public Accounting, Inc. shall not be responsible for any economic or non-economic loss (whether direct, indirect, or consequential) resulting from inadequate or inaccurate support and/or documentation or failure of the client (or its authorized individuals) to provide relevant information. The timely submission of your information allows us to efficiently perform engagements and make any necessary inquiries regarding the information we receive from you. Please forward your information to us as soon as it is substantially complete. When you submit your information untimely you adversely affect our ability to accurately and timely perform our services, which may result in errors or missed deadlines which may be to your detriment.

Scope Limitations – You acknowledge and agree that Callaghan Public Accounting, Inc.’s services do not constitute a compilation, review, or audit of your financial statements or financial information, or evaluation of its internal controls. Callaghan Public Accounting, Inc. has not been requested to provide and will not provide any attestation or procedures suitable for third-party use. You agree that if you require financial statements, financial information, or attestation or procedures suitable for third-party use, you shall request those services separately. The services provided by Callaghan Public Accounting, Inc. are not intended to confer any benefit on any third party, and the liability of Callaghan Public Accounting, Inc. to any third party is expressly disclaimed. Callaghan Public Accounting, Inc. expressly disclaims any fiduciary, agency, or similar relationship with or to you or your business as a result of performing services. Under no circumstance shall Callaghan Public Accounting, Inc. be responsible for identification of errors made by prior service providers, nor shall Callaghan Public Accounting, Inc. have any liability with regards to errors made by prior service providers. Callaghan Public Accounting, Inc. is not your employee or independent contractor and is providing services to you on an “advisory” basis. You are responsible for overseeing the advisory services and providing Callaghan Public Accounting, Inc. with information required to complete this engagement. You have also identified yourself to have valid authority to direct Callaghan Public Accounting, Inc. to perform acts in connection with providing services unless otherwise specifically noted herein. You agree that Callaghan Public Accounting, Inc. shall not be responsible for identifying, detecting or disclosing any fraud, defalcation or other irregularities that may exist. Callaghan Public Accounting, Inc. does not provide legal advice, and therefore Callaghan Public Accounting, Inc. shall not be responsible for vetting, identifying, or any failure related to compliance or non-compliance

with any law to which you or your business may be subject, including eligibility of any employee on its payroll to work in the United States. Callaghan Public Accounting, Inc. will not prepare any government-required forms as part of this engagement other than those listed on the accompanying fee schedule. If you require additional forms or other services, those items shall be covered by an additional engagement agreement before Callaghan Public Accounting, Inc. has any responsibility for those services.

Documentation & Support – IRS guidance states that tax return information should be maintained by the taxpayer for as long as such information remains relevant to document and substantiate tax positions claimed on their tax returns. This includes (but is not limited to) information related to financial transactions, transactions between related parties, purchase, and sale of assets (including investments), and tax basis. Callaghan Public Accounting, Inc. suggests that you keep and maintain this documentation, including any supporting documentation or original records held by you. You acknowledge and agree that you are responsible for maintaining adequate documentation of tax positions claimed on your returns, including those items which may be prepared for your benefit in this engagement. You further acknowledge that failure to provide information that documents and substantiates items claimed in your tax return to the IRS or state taxing authorities when requested may potentially result in disallowance of tax positions resulting in additional tax, penalties, and interest. Your tax returns may be selected for examination by federal or state taxing authorities and you may have certain rights of appeal or remedy. We do not guarantee, either impliedly or expressly, any outcome or success of any examination of your filings by the taxing authorities. Each month you will generate documentation for transactions that took place. According to the IRS publication 583, “[...Purchases, sales, payroll, and other transactions you have in your business generate supporting documents.

Supporting documents include sales slips, paid bills, invoices, receipts, deposits slips, and cancelled checks. It is important to keep these documents because they support the entries in your books and on your tax return. They must be kept in an orderly fashion and in a safe place. You must keep your business records available always for inspection by the IRS... If the IRS examines any of your tax returns, you may be asked to explain the items reported...]” Acceptable storage options are as follows: QuickBooks Online Storage – You may attach documentation such as receipts, invoices, etc. to the transactions inside your QuickBooks file, Email Storage – You may create an email account where all documentation may be forwarded, or Physical Storage – You may store all documentation physically at a site of your discretion. Callaghan Public Accounting, Inc will make copies of any receipts or documentation provided in the scope of services provided and will retain the copies in a digital format to support the work performed. You acknowledge and understand that providing us with copies of receipts does not absolve you of your responsibility to the taxing and regulatory authorities to maintain oversight and absolute control of the receipts that support your transactions.

Scope and Basis of Accounting – Callaghan Public Accounting, Inc. will determine and prepare financial statements according to one of three bases of accounting. Callaghan Public Accounting, Inc. may also use a modified version of any basis at its discretion. CASH BASIS – We record your income on a cash basis and reconcile the revenues to the accounts receivable during the creation of monthly financial statements. TAX BASIS – The tax basis of accounting is what the entity uses to file its tax return for the period covered by the financial statements. For simplicity, we will use the fixed asset schedules developed by the tax accountant. ACCRUAL BASIS – This type of recordkeeping is for reporting income when it was earned, rather than when it was collected. Likewise, expenses are deducted, and cost are capitalized, as they are incurred. Accrual basis accounting is more timing oriented and can therefore present a more accurate financial picture of the company. Accrual basis accounting allows for recognition of accounts receivable and accounts payable. Specialized SOPs are developed for all clients with Accounts Receivables and Payables. Reports will be generated with the monthly financial statements.

No Third-Party Reliance – In the event that we provide a summary or other written documentation of the consulting provided, such writing is intended for your sole use and benefit and may not be relied on by any other person, including any use to determine creditworthiness or financial status. We shall have no liability to any third party as a result of any conclusions derived however communicated. Further, you agree that you shall not provide such writing to any third party for any purpose except those instances where required for you to carry out or fulfill legal responsibilities. The restriction on third-party sharing shall not apply to any summary or other written documentation provided to taxing authorities as may be required for you to comply with tax laws.

Permitted Disclosures - Callaghan Public Accounting, Inc. is required to maintain confidentiality of information it receives in connection with this engagement. Callaghan Public Accounting, Inc. recognizes that information provided to us by you in the performance of this engagement is confidential. Callaghan Public Accounting, Inc. will not use your information for any purpose beyond the services provided, and generally will not disclose information you provide to third parties without your consent. Original documents, to the extent provided, will be returned to you upon completion of this engagement. Workpapers created in connection with this engagement are the property of Callaghan Public Accounting, Inc., and we reserve the right to destroy any workpaper created by us in connection with this engagement pursuant to our internal policies. Final analyses, summaries, memoranda, pro forma financial statements, and any other final deliverable (“final work product”) are your property. However, to the extent these final work products contain the name and/or identifying marks of Callaghan Public Accounting, Inc., you agree that you will not share these final work products with third parties or use them in marketing materials or prospectus without our prior written permission. Draft analyses, summaries, memoranda, pro forma financial statements, and any other draft deliverable (“draft work product”) generated for purposes of discussion or other analysis are property of Callaghan Public Accounting, Inc. You agree that you will not share these draft work products with any third party. Notwithstanding, Callaghan Public Accounting, Inc. and you acknowledge that Callaghan Public Accounting, Inc. may be required to make its workpapers and/or information provided to it in support of those workpapers available to regulatory authorities by court order, subpoena, or other compulsory requirement in a legal, administrative, arbitration, or similar proceeding in which Callaghan Public Accounting, Inc. is not a party. Any disclosure of Callaghan Public Accounting, Inc.’s workpapers and/or confidential information supplied to it (regardless of origination) in connection with services provided to a regulatory authority pursuant to court order, subpoena, or other compulsory requirement shall not constitute a breach of the provisions of these terms and conditions. This provision shall survive the termination of all services, and Callaghan Public Accounting, Inc. shall be entitled to reasonable compensation for time and expenses (including legal fees) incurred in responding to and complying with any regulatory request that falls under this provision.

Electronic Communications – Callaghan Public Accounting, Inc. may communicate with and/or transmit data to you via internet, e-mail, facsimile, or other electronic method. Callaghan Public Accounting, Inc. uses commercially available means to secure its electronic communications and transmissions in a reasonable manner, but recognizes that neither Callaghan Public Accounting, Inc. nor you have any control over unauthorized third party interception or interruption of electronic communications and transmissions. By agreeing to the Terms and Conditions of all Engagement activities you acknowledge and accept that Callaghan Public Accounting, Inc. has no control over unauthorized third party interception or interruption of electronic communications and transmissions, and consents to Callaghan Public Accounting, Inc.’s use of these electronic methods in the performance of this engagement.

Electronic Signature – An electronically affixed signature executed through commercially available software designed for the purpose of signing documents electronically, or a manual signature transmitted electronically (through e-mail, facsimile, or cloud-based applications) may be considered and relied upon as an original signature, and Callaghan Public Accounting, Inc. may rely upon such signature as valid and intentional without liability unless such reliance is found to be unreasonable.

Fee Adjustments – You acknowledge and agree that the following events may result in an increase to the fee schedule: Presence of significantly larger reporting requirements (expansion of Scope) than originally determined due to new and previously undisclosed information, delays and/or re-work initiated or caused by you, issues related to your prior CPA or professional which impact the current engagement; or other significant issues impacting the performance of this engagement beyond the control of Callaghan Public Accounting, Inc. or you. All standard billing rates apply for all staff and may be adjusted on a staff-by-staff or project-by-project basis as determined by skill, experience, and expertise.

Subsequent Discovery – In the event you learn of new or additional information related to the services provided after the completion of those items so described, Callaghan Public Accounting, Inc. shall have no obligation to revise, update or resubmit those items. Should you request or require that items be revised, updated or re-submitted consistent with the new or additional information, compensation for such work performed shall be either at Callaghan Public Accounting, Inc.’s standard hourly rates, or as agreed under the terms of a new fee schedule between Callaghan Public Accounting, Inc. and you.

Exclusion of Damages - Callaghan Public Accounting, Inc. and you agree that Callaghan Public Accounting, Inc. shall not be liable for any damages, costs or expenses arising out of or related to you or your business providing false, inaccurate or incomplete information to Callaghan Public Accounting, Inc.

If any of Callaghan Public Accounting, Inc.’s partners, shareholders, members, officers, employees, or affiliated entities or subsidiaries (collectively “Callaghan Public Accounting, Inc. Persons”) are found to be liable to you, any liability of Callaghan Public Accounting, Inc. and/or Callaghan Public Accounting, Inc. shall not exceed the total fees paid to Callaghan Public Accounting, Inc. for the services provided. In no event shall Callaghan Public Accounting, Inc. be liable to you, whether such claim be in tort, contract, or otherwise, for any consequential, indirect, punitive, exemplary, lost profits, or similar damages related to Callaghan Public Accounting, Inc.’s services provided. None of the above limitations of Callaghan Public Accounting, Inc.’s liability shall limit Callaghan Public Accounting, Inc.’s liability in the event of willful misconduct or any other liability which cannot be lawfully limited or excluded. Because of the importance of oral and written representations to the effective performance of our services, you release and indemnify our firm and its personnel from all claims, liabilities, costs and expenses attributable to any misrepresentation by you and your representatives.

Responsibilities for Errors on Tax Returns - In the event of any error by Callaghan Public Accounting, Inc. and/or Callaghan Public Accounting, Inc. Persons, you are responsible for any additional tax, excise tax, any ACA penalties, and interest that may be due, and the extent of our responsibility is to pay for any penalty, other than an accuracy related penalty, fraud penalty, or any substantial underpayment penalty. In the event that the IRS asserts an accuracy related penalty against us as your income tax return preparer due to your error, mistake, omission, negligence, or inadvertence, you agree to reimburse us for any and all legal costs incurred in defending the validity of the IRS accuracy related penalty, and reimburse us for the accuracy related penalty in the event that we are required to pay it.

Defense, Indemnification, and Hold Harmless – You agree to defend, indemnify, and hold harmless Callaghan Public Accounting, Inc. and Callaghan Public Accounting, Inc. Persons against any claims by third parties for losses, claims, damages, and liabilities related to the services provided by Callaghan Public Accounting, Inc. under all services provided, unless it be found by judgment of a court of competent jurisdiction that such loss, claim, damage, or liability is the result of the willful misconduct or gross negligence of Callaghan Public Accounting, Inc. or one of the Callaghan Public Accounting, Inc. Persons. This defense, indemnification, and hold harmless includes the obligation to reimburse Callaghan Public Accounting, Inc. and/or Callaghan Public Accounting, Inc. Persons for any legal or other expenses incurred by Callaghan Public Accounting, Inc. and/or Callaghan Public Accounting, Inc. Persons in connection with investigating or defending such losses, claims, damages, or liabilities.

Legal Process – In the event we are required to respond to a court order, subpoena, or other compulsory requirement in a legal, administrative, or similar proceeding in which you are a party but we are not a party for production of documents and/or testimony related to the services described herein or any documentation used or provided in support of the services described herein, you agreed to reimburse us for staff time incurred in responding to such requests, including reasonable out-of-pocket costs (including legal fees).

Termination – All services may be terminated by Callaghan Public Accounting, Inc. or you at any time upon written notice, including upon receipt of any request which may be deemed to violate the “ethics provision” of this agreement and it is understood that Callaghan Public Accounting, Inc. will terminate this agreement should it learn of any information that indicates or suggests that funds controlled by or activities conducted by you originate from illegal activities, regardless of whether such funds or activities have any or no connection to services described provided. Upon notification of termination, Callaghan Public Accounting, Inc. shall cease performance and Callaghan Public Accounting, Inc.’s services shall be deemed completed. Callaghan Public Accounting, Inc. shall not perform any act which it may be prohibited from performing under any federal, state, or local law, any professional standard to which it is subject, or any ethical code of conduct governing the performance of services by a public accounting firm to which it is subject. Requests to perform such acts or any other act which Callaghan Public Accounting, Inc. in its sole judgment deems as a) violating its ethical duties, or b) potentially damaging to it or its members’ professional or personal reputation, may result in a suspension of services. This “ethics provision” may be invoked at the sole discretion of Callaghan Public Accounting, Inc. and, if determined that Callaghan Public Accounting, Inc. is restricted from performing any such act which Callaghan Public Accounting, Inc. believes is not in its professional or ethical best interests, may result in termination of the accompanying Engagement Agreement. Callaghan Public Accounting, Inc. always reserves the right to withdraw from this engagement without completing the work if you fail to comply with the firms’ Terms and Conditions.

You shall be obligated to compensate Callaghan Public Accounting, Inc. for time expended and reasonable out-of-pocket costs incurred through the date of termination. In the event that the accompanying Engagement Agreement is for Retainer Package Services paid on a monthly or otherwise recurring basis, or for any engagement upon which fees for services are paid in advance, and the accompanying Engagement Agreement is terminated, Callaghan Public Accounting, Inc. shall have no obligation to refund any amount paid to Callaghan Public Accounting, Inc. arising out of that accompanying Engagement Agreement.

Engagement Duration, One Year Statute of Limitations - You agree that the service or services Callaghan Public Accounting, Inc. provides under the accompanying Engagement Agreement are a discrete transaction separate from any other services which we have or may provide to you under a separate engagement agreement or otherwise. You agree that the statute of limitations for any claim for loss, injury, damages, or liability arising from services rendered under the accompanying Engagement Agreement must be brought within one year from the last date of service arising out of that engagement, irrespective of when you discovered, or should have discovered, the existence of the claim.

The acceptance of the services outlined in the accompanying Engagement Agreement and ultimately the acceptance of the executed tax returns or the return of an executed form authorizing us to electronically file your tax returns will conclude our engagement for the services outlined in the accompanying Engagement Agreement. Should these events not take place, the one (1) year period shall begin on the date of last services provided under the accompanying Engagement Agreement. Any follow-up services that might be required will be a separate, new engagement. The terms and conditions of that new engagement will be governed by a new, specific Engagement Agreement for that service.

Severability – If any provision of these terms and conditions is found to be invalid or otherwise unenforceable, all remaining provisions shall remain in full force and effect.

Force majeure – Neither Callaghan Public Accounting, Inc. nor you shall be considered in breach of these terms and conditions in the event of any delay or non-performance related directly or indirectly to causes beyond their immediate and reasonable control, including without limitation casualty, acts of nature, war or other extreme violence, epidemic, or other similarly unpredictable acts (“force majeure events”). In no case shall a force majeure event excuse any payment obligation related to fees or costs for work performed prior to such force majeure event.

Choice of Law – All terms and conditions shall be governed by and interpreted under the laws of the State of Michigan.

Arbitration – All disputes, excluding invoices for services rendered and not disputed within 14 days of receipt, arising out of the work performed by us, including our employees, pursuant to the accompanying Engagement Agreement shall be resolved by binding arbitration by a single arbitrator according to the commercial rules of arbitration of the American Arbitration Association (AAA). Either party may request arbitration of a dispute by filing a Demand for Arbitration with the AAA. The arbitration shall occur in Kalamazoo, Michigan. The arbitration and the arbitrator's decision/award shall be rendered within 90 days of the date of filing of the Demand for Arbitration. The arbitrator's decision/award is binding on you and us and shall be enforceable by any court of competent jurisdiction and judgment on the award may be entered by said court.

Any award rendered by an arbitrator in your favor in accordance with the preceding paragraph, or judgment in your favor obtained in any legal proceeding outside of arbitration, shall be limited in amount, and shall not exceed the amount of our fees charged by us, and paid by you during the term of the accompanying Engagement Agreement for the services provided under this Engagement Agreement.

Costs of any arbitration proceeding shall be shared equally by both parties; provided, however, that any legal counsel and other experts retained by you in connection with the arbitration proceeding are your sole financial responsibility and any legal counsel and other experts retained by us in connection with the arbitration proceeding are our sole financial responsibility. Unless otherwise agreed upon by the parties, the submission of a dispute to the AAA shall not result in any interruption of professional services to be rendered by us or allow for suspension of payment by you for professional services not in dispute or for future services which we provide. However, this paragraph small not affect the rights of termination by Callaghan Public Accounting, Inc., as elsewhere described in these Terms and Conditions.

Entire Agreement – The terms and conditions represent the entire agreement between Callaghan Public Accounting, Inc. and you with respect to the matters defined herein, and supersedes any other oral, written, or otherwise communicated discussion or agreement related to the services provided. Any material amendments or changes to the terms and conditions, adjustments to the fee scheduled affecting the scope of services, payment obligations and/or responsibilities of the parties, will only become effective if evidenced by written agreement signed by Callaghan Public Accounting, Inc. and you, either in the form of an amendment to these terms and conditions, or a revised fee scheduled.

Very Respectfully,

Daniel Callaghan, CPA