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Terms and Conditions

The standard terms and conditions (Terms and Conditions) related to our provision of services to you are described below.  These Terms and Conditions, together with our engagement letter, comprise your agreement with us (Agreement).  If there is any inconsistency between the engagement letter and these Terms and Conditions, the engagement letter will prevail to the extent of the inconsistency.

For the purposes of these Terms and Conditions, any reference to “firm,” “we,” “us,” or “our” is a reference to Labenz & Associates LLC, and any reference to “you,” or “your” is a reference to the party or parties that have engaged us to provide services.  References to “Agreement” mean the engagement letter or other written document describing the scope of services, any other attachments incorporated therein, and these Terms and Conditions.

Electronic Data Communication and Storage

In the interest of facilitating our services to you, we may send data over the Internet, temporarily store electronic data via computer software applications hosted remotely on the Internet or utilize cloud-based storage.  Your confidential electronic data may be transmitted or stored using these methods.  In using these data communication and storage methods, our firm employs measures designed to maintain data security.  We use reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations and professional standards.  

You recognize and accept that we have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us.  You consent to our use of these electronic devices and applications during this engagement.

Client Portals

To enhance our services to you, we will utilize Thomson Reuters ONVIO (ONVIO), a collaborative, virtual workspace in a protected, online environment.  ONVIO permits real-time collaboration across geographic boundaries and time zones and allows Labenz & Associates LLC and you to share data, engagement information, knowledge and deliverables in a protected environment. 

You agree that we have no responsibility for the activities of ONVIO.  Labenz & Associates LLC is not a host for any of your information.  You are responsible for maintaining your own copy of this information.  We do not provide back-up services for any of your data or records, including information we provide to you.  Portals are utilized solely as a method of transferring data and are not intended for the storage of your information.  Information on a portal may be deleted by Labenz & Associates LLC.

If you decide to transmit your confidential information to us in a manner other than a secure portal, you accept responsibility for any and all unauthorized access to your confidential information.  If you request that we transmit confidential information to you in a manner other than a secure portal, you agree that we are not responsible for any liability, including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of our sending confidential information in a manner other than a secure portal and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message.

Third-Party Service Providers or Subcontractors

To enhance our availability to meet your professional service needs while maintaining service quality and timeliness, we may use a third-party service provider to assist us.  This may include provision of your confidential information to the third-party service provider.  We require our third-party service providers to have established procedures and controls designed to protect client confidentiality and maintain data security.  As the paid provider of professional services, our firm remains responsible for exercising reasonable care in providing such services, and our work product will be subjected to our firm's customary quality control procedures.

By accepting the terms and conditions of our engagement, you are providing your consent and authorization to disclose your confidential information to a third-party service provider, if such disclosure is necessary to deliver professional services or provide support services to our firm.

Independent Contractor

When providing services to your company, we will be functioning as an independent contractor and in no event will we or any of our employees be an officer of you, nor will our relationship be that of joint venturers, partners, employer and employee, principal and agent or any similar relationship giving rise to a fiduciary duty to you.

Our obligations under this agreement are solely obligations of Labenz & Associates LLC, and no partner, principal, employee or agent of Labenz & Associates LLC shall be subjected to any personal liability whatsoever to you or any person or entity.

Records Management

Record Retention and Ownership

We will return any original records and documents you provide to us on or before the conclusion of the engagement.  Our copies of your records and documents are solely for our documentation purposes and are not a substitute for your own records and do not mitigate your record retention obligations under any applicable laws or regulations.  You are responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns and other deliverables provided to you by us.

Workpapers and other documents created by us are our property and will remain in our control.  Copies are not to be distributed without your written request and our prior written consent.  Our workpapers will be maintained by us in accordance with our firm’s record retention policy and any applicable legal and regulatory requirements.  A copy of our record retention policy is available upon request.

Our firm destroys workpaper files after a period of six years.  Catastrophic events or physical deterioration may result in damage to or destruction of our firm’s records, causing the records to be unavailable before the expiration of the retention period, as stated in our record retention policy.

Working Paper Access Requests by Regulators and Others

State, Federal and foreign regulators may request access to or copies of certain workpapers pursuant to applicable legal or regulatory requirements.  Requests also may arise with respect to peer review, an ethics investigation, the sale of your organization or the sale of our accounting practice.  If requested, access to such workpapers will be provided under the supervision of firm personnel.  Regulators may request copies of selected workpapers to distribute the copies or information contained therein to others, including other governmental agencies.

If we receive a request for copies of selected workpapers, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable.  You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of information.  If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.  

Summons or Subpoenas

All information you provide to us in connection with our services will be maintained by us on a strictly confidential basis.

If we receive a summons or subpoena which our legal counsel determines requires us to produce documents or testify, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such summons or subpoena as soon as practicable.  You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery.  If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.  

Newsletters and Similar Communications

We may send newsletters, emails, explanations of technical developments or similar communications to you.  These communications are of a general nature and should not be construed as professional advice.  We may not send all such communications to you.  These communications do not constitute a client relationship with you, nor do they constitute advice or an undertaking on our part to monitor issues for you.

Disclaimer of Legal and Investment Advice

Our services do not constitute legal or investment advice.  We recommend that you retain legal counsel and investment advisors to provide such advice.


In the course of providing services to you, you may request referrals to products or professionals such as attorneys, brokers or investment advisors.  We may identify professional(s) or product(s) for your consideration.  However, you are responsible for evaluating, selecting and retaining any professional or product and determining if the professional or product can meet your needs.  You agree that we will not oversee the activities of and have no responsibility for the work product of any professional or the suitability of any product we refer to you or that you separately retain.  Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals or products you may retain.

Brokerage or Investment Advisory Statements

If you provide our firm with copies of brokerage, investment advisor or cryptocurrency statements and/or read-only access to your accounts, we will rely on the accuracy of the information provided in the statements and will not undertake any action to verify this information.  We will not monitor transactions, investment activity, provide investment advice or supervise the actions of the entity or individuals entering into transactions or investment activities on your behalf.  We recommend that you receive and carefully review all statements upon receipt, and direct any questions regarding account activity to your banker, broker or investment advisor.

Federally Authorized Practitioner – Client Privilege

Internal Revenue Code §7525, Confidentiality Privileges Related to Taxpayer Communication, provides a limited confidentiality privilege applying to tax advice embodied in taxpayer communications with federally authorized tax practitioners in certain limited situations.

This privilege is limited in several important respects.  For example, the privilege may not apply to your records, state tax issues, state tax proceedings, private civil litigation proceedings or criminal proceedings.

While we will cooperate with you with respect to the privilege, asserting the privilege is your responsibility.  Inadvertent disclosure of otherwise privileged information may result in a waiver of the privilege.  Please contact us immediately if you have any questions or need further information about this Federally Authorized Practitioner – Client Privilege.

Limitations on Oral and Email Communications

We may discuss with you our views regarding the treatment of certain items or decisions you may encounter.  We may also provide you with information in an email.  Any advice or information delivered orally or in an email (rather than through a memorandum delivered as an email attachment) will be based upon limited research and a limited discussion and analysis of the underlying facts.  Additional research or a more complete review of the facts may affect our analysis and conclusions.

Due to these limitations and the related risks, it may or may not be appropriate to proceed with a decision solely on the basis of any oral or email communication from us.  You accept all responsibility, except to the extent caused by our gross negligence or willful misconduct, for any liability, including but not limited to additional tax, penalties or interest resulting from your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on an oral or email communication.  The limitation in this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement.  If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email, we will confirm this service in a separate engagement letter.

Electronic Signatures and Counterparts

Each party hereto agrees that any electronic signature is intended to authenticate a written signature, shall be valid, and shall have the same force and effect as a manual signature.  For purposes hereof, “electronic signature” includes, but is not limited to, a scanned copy of a manual signature, an electronic copy of a manual signature affixed to a document, a signature incorporated into a document utilizing touchscreen capabilities or a digital signature.  Documents may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement.

Conflicts of Interest

If we, in our sole discretion, believe a conflict has arisen affecting our ability to deliver services to you in accordance with either the ethical standards of our firm or the ethical standards of our profession, we may be required to suspend or terminate our services without issuing our work product.  


If a dispute arises, including the scope of services contained herein, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try to settle the dispute by mediation administered by the American Arbitration Association (AAA) under the AAA Accounting and Related Services Arbitration Rules and Mediation Procedures before resorting to arbitration, litigation or some other dispute resolution procedure.  The mediator will be selected by mutual agreement of the parties.  If the parties cannot agree on a mediator, a mediator shall be designated by the AAA.  

The mediation will be treated as a settlement discussion and, therefore, all discussions during the mediation will be confidential.  The mediator may not testify for either party in any later proceeding related to the dispute.  No recording or transcript shall be made of the mediation proceedings.  The costs of any mediation proceedings shall be shared equally by all parties.  Any costs for legal representation shall be borne by the hiring party.

Proprietary Information

You acknowledge that proprietary information, documents, materials, management techniques and other intellectual property are a material source of the services we perform and were developed prior to our association with you.  Any new forms, software, documents or intellectual property we develop during this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business.  All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements and other documents which we make available to you are confidential and proprietary to us.  Neither you, nor any of your agents, will copy, electronically store, reproduce or make available to anyone other than your personnel, any such documents.  This provision will apply to all materials whether in digital, “hard copy” format or other medium.

Potential Impact of COVID-19 on Services

We and you acknowledge that governmental authorities may restrict travel and/or the movement of citizens due to the COVID-19 pandemic.  In addition, we and you may restrict personnel from travel and onsite work, whether at a client facility or our facility.  Accordingly, to the extent that the services described in the Agreement requires or relies on personnel to travel and/or perform work onsite, we and you acknowledge and agree that the performance of such work may be delayed, significantly or indefinitely, or may require modification.  We and you agree to provide the other with prompt written notice in the event any of the services described herein must be rescheduled, suspended or modified.  We and you also both acknowledge and agree that any delays or modifications may increase the cost of the services.

Force Majeure

Neither party shall be held liable for any delays resulting from circumstances or causes beyond our reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease Control and Prevention, or any law, order or requirement of any governmental agency or authority.  However, no Force Majeure event shall excuse you of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under this Agreement.

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