1. Scope and Nature of Services

• Engagement Letter: The specific scope of work, deliverables, and fee arrangements will be detailed in a separate written agreement or Engagement Letter. In the event of a conflict between these Terms and the Engagement Letter, the Engagement Letter shall control.
• Limitation of Scope: Unless expressly agreed upon in a formal written Engagement Letter, our services do not constitute an audit, review, or compilation of your financial statements in accordance with Generally Accepted Auditing Standards (GAAS).
• No Fraud Detection: Our engagement cannot be relied upon to disclose errors, fraud, embezzlement, or other illegal acts that may exist within your organization.

2. Client and Management Responsibilities

• Provide Complete Information: Furnish all necessary financial records, tax documents, bank statements, and other relevant information in a timely, accurate, and complete manner.
• Management Decisions: Retain all management responsibilities. You are responsible for making all management decisions, performing all management functions, and designating a competent management-level individual to oversee any bookkeeping, payroll, or CFO services we provide.
• Internal Controls: Establish and maintain internal controls, including monitoring ongoing activities, safeguarding your assets, and preventing and detecting fraud.
• Review of Deliverables: Carefully review all tax returns, financial reports, and payroll summaries before they are finalized or filed. You have final responsibility for the accuracy of your financial statements and tax returns.

3. Fees, Billing, and Payment Terms

• Fee Structure: Fees will be billed based on the terms outlined in your Engagement Letter (e.g., hourly rates, flat monthly retainers, or project-based fees).
• Out-of-Pocket Expenses: You agree to reimburse us for reasonable out-of-pocket expenses incurred in connection with the engagement, such as software subscription fees (if billed through us), specific postage, or filing fees.
• Software Subscriptions: Unless explicitly stated in your Engagement Letter, the cost of third-party accounting or payroll software subscriptions (e.g., QuickBooks, Gusto) is the sole responsibility of the Client.
• Payment Due Date: Invoices are due upon receipt unless otherwise specified.
• Late Payments and Suspension of Work: Accounts not paid within thirty (30) days are subject to a late charge of 1.5% per month (18% annually) or the maximum rate permitted by law. We reserve the right to suspend or terminate services, and withhold deliverables or tax filings, if your account becomes delinquent.
• Collection Costs: In the event that collection efforts are required, the Client agrees to pay all costs of collection, including reasonable attorneys’ fees.

4. Electronic Communications and Cloud Services

• Third-Party Platforms: We utilize third-party cloud-based software and portals (e.g., QuickBooks, Gusto, secure tax portals) to provide our services. While we select reputable providers, we are not responsible for the security, uptime, or data breaches of third-party platforms.
• Electronic Transmission: In the interest of facilitating our services, we may send data over the Internet, store electronic data via computer software applications hosted remotely, or communicate via email. You acknowledge that electronic communication carries inherent risks of interception, and you consent to our use of these electronic platforms.

5. Document Retention and Ownership

• Client Records: You should retain all original documents. We will return any original records you provide to us upon the completion of the engagement.
• Firm Workpapers: All working papers, schedules, memos, and other documents created by CBA Financials in the course of the engagement are the property of the Firm and will remain in our control.
• Retention Policy: We adhere to a strict document retention policy. We will retain our work papers and copies of your deliverables for a period of seven (7) years, after which they will be permanently destroyed without further notice to you.

6. Confidentiality and Privacy

• We will not disclose your confidential information to third parties except as required by law (e.g., subpoenas), as necessary to perform our services (e.g., utilizing secure third-party processors), or with your explicit written consent.
• We comply with applicable financial privacy laws, including the requirements of Internal Revenue Code Section 7216 regarding the use and disclosure of tax return information.
• Third-Party Contractors: To provide efficient services, we may occasionally use third-party contractors or offshore personnel. All such personnel are bound by strict confidentiality agreements and adhere to our data security standards.

7. Limitations of Liability

• CBA Financials, its partners, employees, and agents shall not be liable for any indirect, special, incidental, consequential, or punitive damages, including loss of profits, arising out of or related to our services.
• Our maximum aggregate liability for any claim, whether in contract, tort, or otherwise, shall not exceed the total fees paid by you to CBA Financials for the specific service giving rise to the claim during the twelve (12) months immediately preceding the event that caused the claim.

8. Indemnification

9. Non-Solicitation of Personnel

10. Term and Termination

• Either party may terminate the engagement at any time upon written notice.
• Upon termination, you are responsible for paying all outstanding fees and expenses for services rendered up to the date of termination.
• We reserve the right to withdraw from an engagement without completing it if you fail to comply with these Terms, fail to provide required information, or if continuing the engagement would violate professional or ethical standards.

11. Dispute Resolution and Governing Law

• Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of law principles.
• Mediation/Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms or the services provided shall first be submitted to good faith mediation. If mediation fails, the dispute shall be resolved by binding arbitration in Santa Clara County, California, rather than in court.

12. Miscellaneous

• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• Force Majeure: We shall not be held liable for any delays or failure in performance caused by circumstances beyond our reasonable control, including natural disasters, pandemics, government actions, or internet outages.

13. Contact Information