Terms and Conditions

ABOUT THESE TERMS

These Client Engagement Terms and Conditions (“Terms”) describe standard administrative, business, and legal terms that may apply when COREY RODER, CPA PLLC provides professional services to a client.

These Terms do not, by themselves, create a CPA-client relationship merely because you visit or use this website. They become part of an engagement only when they are incorporated by reference into an engagement letter, statement of work, or other written agreement between you and COREY RODER, CPA PLLC.

The applicable engagement letter, statement of work, these Terms, and any other documents expressly incorporated into the engagement collectively constitute the “Agreement.”

If there is any inconsistency between an engagement letter or statement of work and these Terms, the engagement letter or statement of work will control.

For purposes of these Terms, “firm,” “we,” “us,” and “our” mean COREY RODER, CPA PLLC. “You” and “your” mean the client or clients that have engaged us.

PROFESSIONAL SERVICES AND STANDARDS

We will provide the professional services described in the applicable engagement letter or statement of work.

We will perform our services in accordance with professional standards and applicable laws and regulations relevant to the engagement.

Services not specifically included in the agreed scope are outside the engagement. Additional services, changes in scope, or materially different work will require our agreement and may require a new or amended engagement letter, statement of work, fee arrangement, or other written authorization.

COREY RODER, CPA PLLC does not itself perform audits, reviews, or other assurance engagements.

Need an audit, review, or other assurance engagement? We can help coordinate it. COREY RODER, CPA PLLC maintains referral relationships with independent CPA firms that provide these services. The assurance engagement is separately contracted with and performed by the independent CPA firm.

Outsourced accounting services do not constitute an audit or review, and no assurance is provided.

CLIENT RESPONSIBILITIES

Our services depend on timely, complete, and accurate information from you.

You agree to:

• provide information and records reasonably requested for the engagement;
• provide accurate and complete information to the best of your knowledge;
• respond to requests in a timely manner;
• provide appropriate access to systems, records, personnel, or other resources reasonably necessary for us to perform the agreed services;
• review work product and communications that require your approval or action; and
• fulfill your responsibilities under the applicable engagement letter or statement of work.

Unless the applicable engagement requires otherwise, we may rely on information and representations provided by you without independently verifying or auditing them.

Delays, inaccuracies, omissions, or failures to provide requested information may affect our ability to perform the services, meet deadlines, or complete work.

We are not responsible for consequences arising from inaccurate, incomplete, or untimely information provided by you, except to the extent otherwise required by applicable law or professional standards.

BILLING AND PAYMENT

Our fees and billing arrangements are described in the applicable engagement letter, statement of work, proposal, or other written fee agreement.

If an engagement requires a retainer, the engagement agreement will describe how the retainer is applied and whether any unused amount is refundable.

Unless another written agreement states otherwise, invoices are due within ten (10) days of the invoice date.

If payment is not received when due, past-due balances may accrue interest at the lesser of:

• ten percent (10%) per year; or
• the maximum rate permitted by applicable law.

Interest, if assessed, will apply only to the extent permitted by law.

You have thirty (30) days from an invoice date to notify us in writing of a good-faith disagreement concerning the invoice. Nothing in this provision eliminates rights that cannot lawfully be waived.

If an account remains unpaid thirty (30) days after the invoice date, we may suspend or terminate services after considering applicable professional obligations and legal requirements.

If services are suspended or terminated because of nonpayment, we are not responsible for delays, missed deadlines, penalties, interest, fines, or other consequences caused by the suspension to the extent permitted by law, and you remain responsible for deadlines and obligations that are legally or contractually yours.

If an account remains unpaid forty-five (45) days after the invoice date, we may refer the account for collection or pursue other lawful remedies.

You agree to reimburse reasonable collection costs to the extent authorized by the Agreement and applicable law.

Payment processing charges may be passed through to you only when disclosed and permitted by applicable law and the applicable payment arrangement.

CLIENT RECORDS AND NONPAYMENT

Nothing in these Terms permits us to withhold records that we are required to provide under applicable law, professional standards, or the rules of the Texas State Board of Public Accountancy.

We will return original client records upon proper request within the period required by applicable Texas professional requirements, regardless of the payment status of your account.

Certain records or workpapers may remain our property under applicable professional rules. Requests for records or workpapers will be handled in accordance with applicable law and professional standards.

Nonpayment may affect our obligation to continue performing future services, but it does not eliminate any record-delivery obligation imposed on us by law or professional standards.

TERMINATION AND WITHDRAWAL

Either party may terminate an engagement as provided in the applicable engagement letter or other written agreement.

Unless the engagement letter provides otherwise, either party may terminate an engagement upon written notice.

If an engagement terminates before services are completed, you remain responsible for fees and expenses incurred through the effective termination date.

We may also withdraw or terminate services when required or permitted by professional standards, including circumstances involving conflicts of interest, lack of cooperation, nonpayment, inaccurate or incomplete information, or circumstances that prevent us from performing services in accordance with applicable professional obligations.

Termination does not relieve either party of obligations that accrued before termination.

PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY

We retain ownership of methodologies, templates, processes, checklists, models, software, forms, know-how, training materials, and other intellectual property that we developed before the engagement or that are of general applicability and are not created exclusively for you.

Unless otherwise stated in the engagement letter, you may use engagement-specific deliverables provided to you for the purposes for which they were prepared.

Our work product may not be used by or distributed to third parties for purposes beyond the engagement without our prior written consent when such consent is reasonably required by the nature of the work product.

Nothing in this section limits your ownership of your own records, information, or intellectual property.

CONFLICTS OF INTEREST

If we determine that an actual or potential conflict of interest affects our ability to provide services in accordance with applicable ethical or professional standards, we may be required to decline, modify, suspend, or terminate an engagement.

We will address conflicts in accordance with applicable professional requirements.

THIRD-PARTY SERVICE PROVIDERS, SUBCONTRACTORS, AND TECHNOLOGY

We may use third-party service providers, subcontractors, software platforms, cloud services, and other technology tools to assist in providing professional services or operating our firm.

Some technology tools may include artificial-intelligence functionality.

Our use of these resources does not eliminate our responsibility to exercise reasonable care in performing our services.

We may disclose confidential information to service providers or subcontractors when reasonably necessary for the engagement and when permitted by applicable law and professional standards.

When a separate written consent is required before particular client or tax information may be disclosed to a third party, we will obtain the consent required by applicable law or professional standards before making that disclosure.

ELECTRONIC PORTALS, COMMUNICATIONS, AND STORAGE

We may use secure client portals, cloud-based systems, electronic mail, file-transfer systems, software applications, and other electronic methods to communicate and exchange information.

You may be required to agree to a third-party provider’s terms before using a particular platform.

You remain responsible for maintaining your own copies of important business records, data, tax returns, financial statements, and other information.

Our use of backup and recovery systems does not make the firm the sole repository or permanent custodian of your original records.

If you request or choose to transmit confidential information through a method other than a secure method we recommend, you accept the risks inherent in that method to the extent permitted by applicable law.

CONFIDENTIALITY

We maintain client information, including personally identifiable and confidential information, in accordance with applicable professional standards, laws, and regulations.

We may use or disclose confidential information when authorized by you or when permitted or required by law, professional standards, regulatory obligations, court order, subpoena, or other lawful process.

Nothing in these Terms authorizes disclosure of information when a separate written consent is required by applicable law.

DATA PROTECTION AND SECURITY

We use reasonable administrative, physical, and technical safeguards designed to protect client and firm information against unauthorized access, alteration, disclosure, or destruction.

Our safeguards include, as applicable to the relevant system or information:

• multi-factor authentication;
• role- and access-based controls;
• encryption used by our primary systems and providers;
• secured business devices;
• backup and recovery measures; and
• periodic reviews of user access and permissions.

We periodically review and update our safeguards as our systems, risks, and business needs change.

No method of electronic transmission, electronic storage, or information security can be guaranteed to be completely secure. Accordingly, we cannot guarantee that unauthorized access, cyber incidents, or other security events will never occur.

You are responsible for safeguarding your own login credentials, devices, systems, and copies of information, and for promptly notifying us if you become aware of suspected unauthorized access that may affect information shared with us.

REGULATORY REQUESTS, SUMMONSES, AND SUBPOENAS

Governmental agencies, regulators, courts, professional bodies, or other authorized parties may lawfully request access to records or workpapers.

If we receive a lawful request, summons, subpoena, or similar demand relating to your engagement, we will comply with applicable legal and professional requirements.

When permitted by law, we may notify you of the request so that you may take whatever action you consider appropriate.

If we are not a party to the underlying proceeding, you may be responsible for reasonable professional time and expenses we incur responding to such requests to the extent permitted by the Agreement and applicable law.

REFERRALS TO OTHER PROFESSIONALS

At your request or when appropriate, we may identify attorneys, independent CPA firms, brokers, investment advisers, lenders, insurance professionals, or other professionals or products for your consideration.

Any referral is provided as a convenience unless expressly stated otherwise.

You are responsible for evaluating, selecting, retaining, and entering into an agreement with any independently retained professional.

We do not control or supervise an independently retained professional and are not responsible for that professional’s services or work product.

For audit, review, or other assurance engagements, the assurance engagement is separately contracted with and performed by the independent CPA firm.

ORAL AND EMAIL COMMUNICATIONS

During an engagement, we may provide preliminary observations, explanations, or other information orally, through email, or through informal communications.

Such communications may be based on limited facts, research, or analysis and should not automatically be treated as a formal written opinion or engagement deliverable.

If a matter requires formal research, analysis, or written advice, the scope and related services should be separately confirmed.

BROKERAGE, INVESTMENT, LEGAL, AND TRANSACTION MATTERS

Unless specifically stated in an applicable engagement agreement, our services do not constitute investment advice.

Our services do not constitute legal advice.

Our M&A, transaction advisory, quality of earnings, valuation, financial modeling, and related services are accounting and financial advisory services.

We do not act as a securities broker-dealer and do not undertake securities placement or capital-raising activities unless separately authorized by law and expressly agreed in writing.

You should consult appropriately qualified legal, investment, securities, or other professionals when advice in those disciplines is required.

MARKETING AND EDUCATIONAL COMMUNICATIONS

Newsletters, articles, website content, social-media posts, videos, tax updates, technical explanations, and similar communications we provide for general educational or marketing purposes are not individualized professional advice.

Such communications do not, by themselves, create an engagement or obligate us to monitor changes in law, regulations, accounting standards, tax rules, or your circumstances.

HONEST REVIEWS AND PUBLIC FEEDBACK

Nothing in these Terms prohibits or restricts you from providing an honest review or expressing a truthful opinion about our services.

Nothing in these Terms imposes a fee, penalty, or contractual consequence merely because you provide an honest negative review.

This provision does not limit rights or remedies that may otherwise exist under applicable law regarding statements that are knowingly false, defamatory, unlawful, disclose protected confidential information, infringe intellectual-property rights, constitute harassment, or are otherwise outside protections afforded by applicable law.

INDEPENDENT CONTRACTOR

When we provide services, we act as an independent contractor unless a written agreement expressly provides otherwise.

Nothing in the engagement creates an employer-employee relationship, partnership, joint venture, fiduciary relationship, or agency relationship except to the extent a particular relationship is expressly created by law or written agreement.

FORCE MAJEURE

Neither party will be responsible for delay in performing an obligation when the delay results from circumstances reasonably beyond that party’s control, including natural disasters, fires, severe weather, acts of government, war, terrorism, widespread system or utility failures, labor disruptions, epidemics, pandemics, or similar events.

A force majeure event does not excuse payment for services already properly performed or expenses already properly incurred.

The parties will reasonably cooperate to address the effect of such an event on the engagement.

DISPUTE RESOLUTION

If a dispute arises from or relates to an engagement, the parties should first attempt in good faith to resolve the dispute through direct discussion.

If the dispute cannot be resolved through direct discussion, the parties agree, unless the applicable engagement letter provides otherwise, to first attempt to resolve the dispute through mediation before initiating litigation.

Mediation may be administered through the American Arbitration Association or another mediator mutually agreed upon by the parties.

Unless otherwise agreed, mediation will occur in Collin County, Texas.

This mediation requirement does not prevent either party from pursuing lawful collection of undisputed fees or seeking emergency relief when necessary to preserve legal rights.

These Terms do not themselves impose mandatory binding arbitration. If binding arbitration applies to a particular engagement, it must be stated in the applicable engagement letter or another written agreement accepted by the parties.

GOVERNING LAW AND VENUE

Unless the applicable engagement agreement lawfully provides otherwise, the Agreement will be governed by the laws of the State of Texas, without regard to conflict-of-law principles.

Subject to any applicable dispute-resolution provision, the parties agree that proceedings arising from the Agreement will be brought in a court of competent jurisdiction in Collin County, Texas, when legally permissible.

SEVERABILITY

If any provision of the Agreement is determined to be invalid or unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law.

SURVIVAL

Provisions that by their nature are intended to continue after termination of an engagement will survive termination, including provisions relating to payment obligations, confidentiality, intellectual property, records, dispute resolution, and other accrued rights and obligations.

ASSIGNMENT AND THIRD-PARTY BENEFICIARIES

Neither party may assign an engagement in a manner prohibited by the applicable engagement agreement, professional obligations, or law.

Unless an engagement agreement expressly states otherwise, the Agreement is for the benefit of the parties to it and does not create rights in unrelated third parties.

ELECTRONIC SIGNATURES AND COUNTERPARTS

Electronic signatures may be used to execute engagement letters, statements of work, amendments, and related agreements to the extent permitted by applicable law.

Agreements may be executed in counterparts, including electronic counterparts, which together constitute one agreement.

ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

The applicable engagement letter or statement of work, these Terms when incorporated by reference, and other documents expressly incorporated into the engagement constitute the written agreement between the parties concerning that engagement.

If there is a conflict:

1. a specifically negotiated written amendment controls;
2. the engagement letter or statement of work controls next; and
3. these standard Terms apply thereafter.

Oral statements do not modify the Agreement unless reduced to a written modification accepted by the parties.

CHANGES TO THESE TERMS

We may revise the version of these standard Terms published on our website from time to time.

A later website revision does not automatically change an existing engagement.

Unless the parties agree otherwise in writing, an existing engagement remains governed by the version of these Terms incorporated into that engagement when it was accepted.

A later version may apply to a new engagement, renewal, extension, or amendment when that version is expressly incorporated into the applicable written agreement.

WEBSITE USE AND PRIVACY

These engagement Terms do not, by themselves, create a professional engagement merely because someone visits this website.

Use of personal information through the website is also subject to our Privacy Policy.

General website content is educational and informational and should not be treated as individualized professional advice unless provided as part of a separately established professional engagement.

CONTACT

Questions concerning these Terms may be directed to:

COREY RODER, CPA PLLC
Email: info@coreyroder.com
Website: https://coreyroder.com/