Terms and Conditions

Introduction and Parties Involved

This Engagement and Terms of Service Agreement (the “Agreement”) is between COREY RODER, CPA PLLC, a Texas Certified Public Accounting Firm (“Vendor”), and Client Name, the Client. COREY RODER, CPA PLLC will be responsible for providing the services outlined in this engagement letter, while the Client agrees to provide the necessary documentation and information as specified.

The firm will designate COREY RODER, CPA, as the primary point of contact responsible for overseeing and delivering services. Client may also designate a representative or provide additional contacts, as necessary.

Please read the Terms of Service carefully and make sure you understand and agree to them before you start working with the Vendor. If you have any questions relating to the Terms of Service or the services to be provided hereunder, please contact the Vendor directly or at corey@coreyroder.com

By accepting the agreement and starting work with the Vendor, the Vendor and you accept and agree to be bound and abide by these Terms of Service and privacy policy as can be found on the  Vendor’s website www.coreyroder.com (the“Site”).

If you do not want to agree to these Terms of Service, you must not access or use the Site and not work with the Vendor. You are welcome to review, comment, and discuss the below Terms of Service with the Vendor if any changes are required.  

Terms:

Period of Engagement

The period of this engagement shall commence upon the signatures of all parties and receipt of the initial payment. The engagement will continue recurring monthly unless and until the Client terminates. The Client may cancel recurring services at any time with written notice. In the event of cancellation, the engagement will terminate at the end of the current billing period.

Subcontracting

COREY RODER, CPA PLLC reserves the right to subcontract either part or in whole the Services authorized under this Agreement.  COREY RODER, CPA, PLLC may use third party software and or services to perform the work in this Agreement.

Professional Standards

COREY RODER, CPA PLLC will perform the services outlined in this engagement letter in accordance with applicable professional standards, including but not limited to those established by the American Institute of Certified Public Accountants (AICPA), state CPA societies, and federal or state law.

CPA Firm Responsibilities

In addition to adhering to professional standards, we will:

• Perform our services with due care, competence, and diligence.

• Provide timely and accurate advice based on the information and records provided.

• Notify you of any circumstances that may prevent us from meeting deadlines.

• Ensure confidentiality and security of your information.

• Maintain ongoing communication regarding the progress of services.

Client Responsibilities

Client will:

• Obey Vendor’s payment terms

• Provide or/and assist with needed access to any information or material reasonably requested by the Vendor in order to deliver the best service possible

• Provide timely, accurate, and complete information. Delays or inaccuracies could affect the delivery timeline or final outcomes and may result in additional charges if rework is required.

• Client acknowledges that delays in responding to Vendor’s requests for information or documentation may impact the delivery timeline and quality of services. Client agrees to respond to Vendor’s requests in a timely manner.

The Client acknowledges that COREY RODER, CPA PLLC shall not be liable for any delays or issues arising from inaccuracies, delays, or omissions in documentation provided by the Client.

Changes to the Scope of Work

Vendor shall promptly notify the customer of any change to the service scope Vendor reasonably determines is necessary. Any changes to the service scope including but not limited to scope, tasks, hours estimate and/or prices must be agreed upon by both sides through a written amendment to this Agreement and be accepted by both parties prior to being effective.

Any additional work not outlined in the initial scope is subject to separate fees and timelines.

Taxes

Each party shall be the sole responsible for its own tax liabilities arising out or related to this Agreement and/or the services rendered hereunder.

Reliance on Client Records and Assurances

We will rely on the accuracy and completeness of the information and records provided by you without independent verification or audit. You are responsible for providing timely and accurate documentation, and we shall not be liable for consequences arising from incomplete or inaccurate records.

You agree that any information you supply COREY RODER, CPA PLLC is accurate and complete to the best of your knowledge, and that you have disclosed all relevant facts regarding the returns or other work we perform on your behalf. It is your responsibility to provide all the information required for the preparation of complete and accurate returns or other work product in a timely fashion. You should retain all relevant documents, canceled checks, and other data that support the basis of income and deductions or financial statements. These may be necessary to prove the accuracy and completeness of the returns to a taxing authority.

You are responsible for any income tax returns filed on your behalf. Therefore, you should review them carefully before you sign them. The law imposes a penalty if a taxpayer makes a substantial understatement of tax liability. In preparing your returns, we rely on your representations. It is important that you understand and have complied with the documentation requirements for your expenses and deductions. If you have questions about these issues, please contact us.

Our work in preparing your income-tax return or performing other services does not include procedures to discover irregularities. If during the preparation of your current year tax returns, we discover information that affects your prior-year tax returns or financial records, we will make you aware of that information. However, we are not responsible for identifying all items that may affect the prior year’s returns or financial records. If you become aware of such information during the year, please contact us as soon as possible to discuss options for resolving the issue.

If tax law is unclear or conflicts exist between a taxing authority’s interpretation of the law and other supportable positions, we will use our judgment in resolving such issues. Unless otherwise instructed by you, we will resolve such questions in your favor whenever possible. However, current federal tax law requires us to adopt positions on tax issues that will more likely than not prevail under existing law. Otherwise, we may subject ourselves to Internal Revenue Service preparer penalties or sanctions.

Communication between us may or may not be privileged. If you are concerned that any communication needs to be privileged, then you should seek counsel from a qualified attorney.

Your returns may be selected for audit or examination by taxing authorities. Any proposed adjustments by the examining agent are subject to certain rights of appeal by you. If an examination occurs, we will represent you if you so desire. However, these additional services are not included in our fee for preparing your returns or any other service. If you retain us to assist you in this matter or any other, our standard hourly rates apply.

Confidentiality and Intellectual Property

Each party shall hold Confidential Information of the other party in strict confidence and shall protect such information with no less diligence than that with which it protects its own confidential or proprietary information. “Confidential Information” shall include all information provided to the receiving party by the disclosing party or related to the disclosing party. Confidential Information shall not include (i) information already known or independently developed by receiving party without access to the disclosing party’s Confidential Information; (ii) information that is publicly available through no wrongful act of receiving party; or (iii) information received by receiving party from a third party who was free to disclose it without confidentiality obligations.

COREY RODER, CPA PLLC will retain exclusive ownership of intellectual property developed prior to this Agreement or developed outside the scope of this Agreement, with rights transferred to the Client upon full payment.

Use Solely for Purpose

The receiving party shall not use any Confidential Information except to perform the explicit obligations under this Agreement. The receiving party shall take all precautions to ensure that the secrecy of the disclosing party’s Confidential Information is preserved to the highest industry standards.

Work Made For Hire

Each party will retain exclusive interest in and ownership of its Intellectual Property developed before this Agreement or developed outside the scope of this Agreement once paid in full.

Original Work and No Infringement

Vendor shall ensure the all work product created by Vendor for the benefit of Customer is original work and does not infringe, misappropriate, or violate any intellectual property or other proprietary rights of any third party.

Liability Limitation

The liability of Corey Roder, CPA PLLC and its employees, officers, or agents for any claims, losses, costs, or damages shall not exceed the last six months of fees paid for the services outlined in this engagement letter. We will not be liable for any indirect, special, consequential, or punitive damages.

We are not a law firm, and nothing we provide should be construed as legal advice.

COREY RODER, CPA PLLC will not be liable for any losses caused by the client’s failure to fulfill their responsibilities under the agreement, including inaccuracies or omissions in client-provided data.

COREY RODER, CPA PLLC shall not be liable for any damages arising from the use or reliance on advice, work product, or deliverables provided under this Agreement if applied to any third party.

Dispute Resolution

In the event of a dispute arising out of this engagement, both parties agree to attempt resolution through informal negotiations. Should those negotiations fail, the dispute will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association (AAA). Arbitration will take place in McKinney, Texas. The prevailing party in arbitration will be entitled to recover reasonable attorney’s fees and arbitration costs.

The prevailing party will recover not only reasonable attorney fees and arbitration costs, but also any fees related to enforcing the award or judgment afterward.

Terms of Engagement

We will begin work on the agreed-upon services upon your acceptance of this engagement letter. Our services will be rendered in compliance with applicable professional standards, and we will keep your information confidential as required by law.

Should additional services be required beyond the scope outlined above, we will discuss and agree upon any revisions in writing.

Billing and Payment

• Fees and Invoicing: Fees for services rendered will be billed per the Fees identified in this Agreement. Any additional costs incurred during the engagement, such as travel or third-party consultation fees, will be billed separately.

• Payment Terms: Our bills are due when you receive them. We will invoice all work performed on the 1st of every month for the upcoming month’s work. Each invoice balance will automatically be debited from your account. The Client is responsible for maintaining accurate and current payment information on file.

• Late Payment Fees: If the Client fails to make payment within [15 days] of the invoice date, a late fee of [1.5% of the unpaid amount per month] will be assessed on the overdue balance. This late fee will continue to accrue monthly until the balance is paid in full. The late fee is intended to cover additional administrative costs associated with collecting overdue amounts and is not considered a penalty.

• The Client agrees to be responsible for all applicable fees related to their preferred method of payment. Fees for credit card payments, bank transfers, or other non-standard payment processing may be passed on to the Client.

• Suspension of Services: COREY RODER, CPA PLLC reserves the right to suspend or terminate services if payments are not received within [30 days] of the invoice date. In such cases, any delays in services or missed deliverables caused by the suspension shall be the sole responsibility of the Client, and COREY RODER, CPA PLLC will not be liable for any resulting damages.

• Collections: If the account remains unpaid for more than [60 days], COREY RODER, CPA PLLC reserves the right to engage a collections agency or pursue legal action to collect the outstanding balance. The Client agrees to reimburse COREY RODER, CPA PLLC for any reasonable costs incurred in pursuing collections, including but not limited to collection agency fees, court costs, and attorney fees.

• Release of Work Product: We will not release any work product, reports, or deliverables to the Client until all outstanding balances are settled, unless the Client is a regular and recurring monthly or quarterly accounting client who has established credit with COREY RODER, CPA PLLC.

• Jurisdiction: Any action under this Agreement related to collections or billing disputes shall be brought in the courts of Collin County, Texas.

Termination of Engagement

This agreement may be terminated by either party with written notice for any reason with a 30 day prior notice. Upon termination, any fees accrued up to the termination date will be due. Up-front billable items are nonrefundable. No termination will waive our right to payment for all work performed before any termination.

Corey Roder, CPA PLLC reserves the right to terminate the engagement early if the client breaches any material terms, provides inaccurate information, or fails to cooperate in a manner that hinders service delivery.

Personal Guarantee

Guarantee of Payment.  The undersigned, Client in acceptance of these terms and conditions, personally guarantees the full and timely payment of all fees, expenses, and other financial obligations arising under this Agreement.  This personal guarantee is irrevocable and enforceable under the laws of the State of Texas.  

Indemnification

To the maximum extent allowed by law, each party to this statement of work will  defend, indemnify and hold harmless the other party and its directors, officers, employees, and agents  (collectively, the “Indemnitees”), from and against any and all claims, losses, damages, suits, judgments,  (collectively referred to as “Claims”), that the Indemnitees may suffer or incur arising out of or in  connection with:

(a) a party’s breach of warranty or terms under this statement of work;

(b) any breach by  a party of its: (i) confidentiality obligations, (ii) obligations to comply with laws, or (iii) obligation to pay any compensation, fees, salary, bonuses, mandatory or fringe employee benefits, social security, taxes or other withholdings which are alleged to be owed in respect of any personnel or contractors of a party;

(c) any personal injury (including death) or damage to property resulting from a party, said party’s personnel, or its agents’ acts or omissions; and

(d) a party’s introduction of any unauthorized material, including  without limitation, a “computer virus” or other contaminant into the other party’s environment.  

The Indemnitees will give prompt notice of any Claim to the indemnifying party and said party will defend the Indemnitees at the Indemnitees’ request. An indemnifying party may settle, at its sole expense, any Claim for which said party is responsible under this section provided that such settlement shall not limit, unduly interfere with, or otherwise adversely affect the rights granted herein, said party obligations under this statement of work, or impose any additional liability on the other party. Each party reserves the right to employ counsel at its own expense and participate in the defense and/or settlement of any Claim.

The client will also indemnify Corey Roder, CPA PLLC from any claims arising from third-party reliance on any reports, advice, or work product created solely for the client’s use.

Notices

All notices under this Agreement shall be in writing and sent to the address of the recipient specified herein.  Any such notice may be delivered by hand, by  overnight courier, certified mail with return receipt, or first class pre-paid letter, and will  be deemed to have been received (1) if delivered by hand – at the time of delivery; (2) if  delivered by overnight courier – 24 hours after the date of delivery to courier with evidence from the courier; (3) if delivered by certified mail with return receipt – the date  as verified on the return receipt; (4) if delivered by first class mail – three (3) business  days after the date of mailing.

Severability

If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Data Protection and Security  

1. Commitment to Data Security: COREY RODER, CPA PLLC is committed to maintaining the security and confidentiality of all Client data. We will implement and uphold reasonable administrative, physical, and technical safeguards designed to protect against unauthorized access, alteration, disclosure, or destruction of Client information.

2. Industry-Standard Security Measures: Our firm utilizes industry-standard security practices to protect data, including [examples such as encryption, secure access controls, and regular security audits, as applicable]. These practices are reviewed and updated regularly to address emerging threats and align with industry best practices.

3. Limitations on Security Guarantee: While COREY RODER, CPA PLLC takes all reasonable precautions to protect data, we cannot guarantee absolute security against unauthorized access, breaches, or cyber-attacks beyond our control. The Client acknowledges and accepts that no system, whether physical or electronic, can be fully secure or free from potential vulnerabilities.

4. Client Responsibilities: The Client is responsible for safeguarding any access credentials, passwords, or devices used to communicate with our firm or access any Client-specific information provided by COREY RODER, CPA PLLC. The Client agrees to notify us immediately if they suspect any unauthorized access to their accounts or devices that could impact data security.

5. Limitation of Liability for Data Breaches: COREY RODER, CPA PLLC shall not be held liable for any damages, losses, or claims arising from third-party security incidents, breaches, or cyber-attacks, except where caused by our gross negligence or willful misconduct. The Client acknowledges that any liability related to data breaches is limited to the provisions outlined in the “Liability Limitation” section of this Agreement.

6. Compliance with Data Protection Laws: COREY RODER, CPA PLLC agrees to comply with applicable federal, state, and industry-specific data protection laws in Texas. The Client acknowledges that this compliance may require certain changes in data processing procedures and agrees to cooperate with reasonable requests for information or permissions related to data compliance.

Force Majeure

Neither party shall be liable for any failure to perform under this Agreement when such failure is due to causes beyond that party’s reasonable control, including, but not limited to, acts of State or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accidents, and prolonged shortage of energy. In the event of such delay, any date stated herein shall be extended by a period of time necessary by both COREY RODER, CPA PLLC and the Client. If the delay remains in effect for more than thirty (30) days, COREY RODER, CPA PLLC can terminate this Agreement upon written notice to the Client.

In the event of a prolonged force majeure, both parties shall bear their own expenses incurred as a result of delays. Any work completed up to the date of disruption will be billed to the Client.

Non-Disparagement  

1. Mutual Respect and Professional Conduct: Both COREY RODER, CPA PLLC and the Client agree to conduct themselves with professionalism and mutual respect. The parties recognize the importance of maintaining a positive public image and agree to refrain from any actions that may harm the reputation of the other party.

2. Prohibition on Disparaging Statements: During the term of this Agreement and for a period of [12 months] following its termination, neither party shall make or publish any false, misleading, or disparaging statements, comments, or representations about the other party, including but not limited to statements about each other’s business practices, performance, employees, or services, whether verbally, in writing, or through any form of media, including social media.

3. Confidentiality of Dispute Information: In the event of a dispute or dissatisfaction with the services provided, the Client agrees to address their concerns directly with COREY RODER, CPA PLLC and to use the dispute resolution processes outlined in this Agreement. Both parties agree not to publicly disclose any details of disputes or negotiations except as required by law or necessary to resolve the matter.

4. Exceptions for Truthful Statements: This non-disparagement clause shall not prevent either party from making truthful statements in response to any legal obligations, subpoenas, or court orders, nor shall it prevent the Client from providing honest feedback in private evaluations or consultations with COREY RODER, CPA PLLC intended to improve service quality.

5. Remedies for Breach of Non-Disparagement: If either party is found to have breached this non-disparagement clause, the aggrieved party may seek injunctive relief, damages, or other equitable remedies as deemed appropriate by a court of competent jurisdiction. Additionally, any breach of this provision by the Client may result in termination of services or other actions as allowed under this Agreement.

6. Social Media and Online Reviews: The Client agrees not to post any negative reviews, comments, or statements about COREY RODER, CPA PLLC or its services on online review sites, social media, or other public forums without first notifying COREY RODER, CPA PLLC of the concerns and allowing a reasonable opportunity to resolve the matter. If a review is deemed unfairly harmful or violates this Agreement, COREY RODER, CPA PLLC reserves the right to pursue appropriate remedies.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any dispute arising from this Agreement will be resolved through binding arbitration in Collin County, Texas, in accordance with the rules of the American Arbitration Association.This Agreement shall be governed under the laws of the State of Texas.

The parties agree that any action under this Agreement, including enforcement of arbitration awards, shall be exclusively brought in the courts of Collin County, Texas, and both parties consent to the jurisdiction and venue of such courts.

Non-Solicitation

During the term of this Agreement and for a period of 12 months following its termination, the party agrees not to directly or indirectly solicit, recruit, or encourage any employee or contractor of COREY RODER, CPA PLLC to leave their employment or engagement, or do any side work directly with said party for any reason. If the company wishes to be released from the obligations under this Non-Solicitation Clause, they may do so by paying to COREY RODER, CPA PLLC a sum of 200% of the employees/contractor’s yearly salary or average yearly pay at the time of the event, or their most recent salary upon separation. Which represents a reasonable estimate of the damage COREY RODER, CPA PLLC would incur because of such a release. If the company cannot pay the fee in full, the employee or contractor can pay it on the company’s behalf. Upon receipt of the buyout fee, the employee or contractor shall be released from the restrictions set forth in this Non-Solicitation Clause.

Acknowledgement and Acceptance

This Agreement applies to all services you utilize from COREY RODER, CPA PLLC. If you have another, previous written agreement with our firm, this written Agreement applies and supersedes any prior agreement to the extent that this Agreement is consistent with the other agreement. The only agreements we have with you are those reduced to writing; those agreements constitute all agreements or promises between us. Any legal dispute between us will be brought in the courts of Collin County, Texas, and Texas law shall apply.

If the services and terms outlined in this Agreement comport with your understanding of our relationship, please execute this Agreement in the space provided below. If they are not, and we cannot adequately address your concerns, you should obtain another company to assist you.

We appreciate this opportunity to serve you. If you have questions or need more information about this matter or anything else, please contact any COREY RODER member, CPA PLLC staff member.

Notices/Electronic Delivery

By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, amendments, payment notices, and disclosures that we provide in connection with our relationship. Communications will be directed to the initial email you initially used unless updated.