Overview

This addendum to the engagement letter describes our standard terms and conditions ("Terms and Conditions") related to our provision of services to you. This addendum, along with the accompanying engagement letter, comprises your agreement with us ("Agreement"). If there is any inconsistency between the engagement letter and this Terms and Conditions Addendum, the engagement letter will prevail to the extent of the inconsistency.

For the purposes of this Terms and Conditions Addendum, any reference to "firm," "we," "us," or "our" refers to Desert Soul Sisters Bookkeeping, and any reference to "you" or "your" refers 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 this Terms and Conditions Addendum.

Billing and Payment Terms

Our firm’s practice requires payment of the fixed fees upon execution of this Agreement and on the first of the month thereafter for the term of the engagement. Autopay option is available and preferred.

We will bill you for any out-of-pocket costs not included in the scope of engagement monthly as incurred. Payment is due upon receipt. If payment is not received by the due date, you will be assessed interest charges of 1% per month on the unpaid balance.

We reserve the right to suspend or terminate our work for non-payment of fees.

Electronic Data Communication and Storage

In the interest of facilitating our services to you, we may send data over the Internet, store electronic data via computer software applications hosted remotely, or utilize cloud-based storage. Your confidential electronic data may be transmitted or stored using these 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 applicable laws, regulations, and professional standards.

You acknowledge and accept that we have no control over unauthorized interception or breaches of any communications or electronic data once transmitted, 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, we utilize Google Drive as a collaborative, virtual workspace. Google Drive allows real-time collaboration and secure document sharing.

You agree that we have no responsibility for the activities of Google Drive and agree to indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of Google Drive. We recommend that you also maintain your own backup files of these records.

If you decide to transmit confidential information in a manner other than a secure portal, you accept responsibility for any unauthorized access to your confidential information. If you request that we transmit confidential information 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 resulting from our transmission of confidential information in a non-secure manner, and (b) any damages arising from a virus or data breach.

Third-Party Service Providers or Subcontractors

We may use third-party service providers to assist in providing professional services. These providers are required to maintain procedures designed to protect client confidentiality and maintain data security. As the provider of professional services, our firm remains responsible for exercising reasonable care in delivering services, and our work product is subject to our customary quality control procedures.

By accepting this Agreement, you consent to our disclosure of your confidential information to third-party service providers when necessary to deliver professional services.

Independent Contractor

When providing services, we act as an independent contractor, and in no event will we or our employees be officers, partners, joint venturers, or employees of you. Our obligations are solely those of Desert Soul Sisters Bookkeeping, and no individual partner, principal, employee, or agent shall be subjected to personal liability.

Records Management

Record Retention and Ownership

We will return all original records and documents provided to us at the conclusion of the engagement. Your records are primary for your operations and compliance purposes. Our copies are not a substitute for your records and do not relieve your record retention obligations under applicable laws.

Our workpapers and related documents are our property. Copies will not be distributed without your written request and our prior consent. We maintain workpapers in accordance with our record retention policy and applicable legal requirements. Our firm retains workpapers for seven (7) years, after which they may be destroyed.

Requests by Regulators or Legal Authorities

State, federal, or foreign regulators may request access to our workpapers. If requested, we will inform you, and you may take legal action at your expense to attempt to limit disclosure. If you do not take action, we may comply with the request.

If we receive a subpoena requiring us to produce documents or testify, we will inform you and allow you to take legal action to limit disclosure. If you take no action, we may construe your inaction as consent to comply. If we are not a party to the proceeding, you agree to reimburse us for our time and legal expenses incurred in responding.

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, by themselves, 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 under this Agreement do not constitute legal or investment advice. We recommend retaining legal counsel and investment advisors for such matters.

Referrals

We may provide referrals to attorneys, brokers, or other professionals. However, you are responsible for evaluating and selecting any professional. We are not responsible for their services or work product.

Conflicts of Interest

If we determine that a conflict of interest arises, we may suspend or terminate services to maintain ethical standards.

Mediation

If a dispute arises from this Agreement, the parties agree to attempt mediation before pursuing arbitration or litigation. Mediation will be conducted in Arizona under the American Arbitration Association (AAA) rules.

Indemnification

You agree to indemnify and hold harmless Desert Soul Sisters Bookkeeping from any third-party claims arising from this engagement, except for claims resulting from our gross negligence or intentional misconduct.

Venue and Governing Law

All disputes will be governed by the laws of Arizona, and the courts of Pima County shall have jurisdiction.

Insurance

Desert Soul Sisters Bookkeeping shall maintain professional liability and cyber liability insurance coverage for the term of this engagement and three (3) years thereafter.

Proprietary Information

Our proprietary materials, including templates, reports, and other intellectual property, remain our property. You may use them only for your business needs and may not distribute them without our consent.

Statute of Limitations

Any claim arising from this Agreement must be commenced within one (1) year of the delivery of the work product.

Termination and Withdrawal

We may withdraw from this engagement at any time for reasons including non-payment or ethical concerns. If services are terminated before completion, you agree to compensate us for services performed up to the termination date.

Entire Agreement

This Agreement, including the engagement letter and attachments, constitutes the entire agreement and supersedes all prior agreements. Modifications must be made in writing and signed by both parties.