ENGAGEMENT CONTRACT
Crossway Associates LLC and {name} - Authorized Signatory for {yourBusiness}
This Engagement Contract ("Contract") is to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services Crossway Associates LLC will provide. This Engagement Contract is entered into by and between {yourBusiness}, located at {address} ("Client"), and Crossway Associates LLC located at 16048 Eagle Drive #1723, Mont Belvieu, Texas 77580, effective as of {?}.
Crossway Associates LLC is pleased to provide the professional services to {name}, authorized signatory for {yourBusiness} described herein. Please read this letter carefully, because it outlines expectations by both Crossway Associates LLC and {yourBusiness}. The intention of this letter is to confirm your understanding of, and agreement with, both what is included with our services, as well as the limitations of the services you have asked us to perform.
Purpose, Scope and Output of the Engagement Agreement
Crossway Associates LLC will provide professional services at your request. You have engaged us to maintain the specified scope of services for {yourBusiness}. You will review and approve all journal entries, transaction classifications, and account codes determined or changed by our firm. Without limiting the extent of the work we may provide for you, we will perform only the specified services at the specified intervals for this engagement.
Scope of Services
As part of this Contract, the following addendum shall include the specific services which are listed by service, the quoted price and schedule of the service.
Engagement of Services
Client hereby engages Crossway Associates to provide bookkeeping and tax services as described in this Contract, and Crossway Associates agrees to perform the Scope of Services Addendum. Should additional services be required, they will have to be negotiated separately and may require a new or amended Engagement Contract or Engagement Letter.
Unanticipated Services
Only the services which are listed in the attached schedules are included within the scope of our instructions. If there is additional work that you wish us to carry out which is not listed in the schedule, any additional work will be quoted to you before the commencement of said additional work. Once the scope of the additional work is agreed upon, we will issue an additional or updated letter of engagement via our online proposal system, and will ask you to sign the new agreement before we commence the new work.
Furthermore, {yourBusiness} will agree that if an unanticipated need arises (such as an audit, an amended tax return or a personal financial statement required as part of a loan agreement), this additional work will be performed only after arriving at a mutually agreed-upon price and a Change of Service Request is accepted with a digital signature.
Commencement and Duration
This contract shall commence on {On AcceptanceDate} and shall remain valid until it's ended by mutual agreement or superseded by a newer contract.
Period of Engagement Contract
This contract is effective from the Commencement Date shall be for 12 months, with automatic renewal for successive periods of twelve (12) months unless terminated as provided herein. We will not process any bookkeeping or tax services with earlier reporting periods than after the {Acceptance Date}, unless you specifically ask us to do so and Crossway Associates LLC agree.
Termination
You or Crossway Associates LLC may agree to vary or terminate this agreement at any time without penalty. Notice of variation or termination must be given in writing within thirty (30) days' written notice prior to the end of the currrent period. Immediate termination is permitted for material breaches, with fourteen (14) days to cure. Upon termination, you agree to pay us for any work performed up to your notice of cancellation as previously agreed among us, or otherwise at our then current rates, that has not yet been paid. We may use any deposits or payments already received and apply them to your account in satisfaction of any amounts owing at the time of termination.
Service and Price Guarantee
Crossway Associates LLC will always stand behind the quality and professional nature of the services that we offer. If at any point you are not completely satisfied with the services we have performed, we encourage you to bring this to our attention immediately. We'd love the opportunity to correctly address your concerns and allow us a chance to win your trust back and prevent similar problems from happening in the future.
If you are still not satisfied with the outcome of our services, we will work towards a mutual agreement regarding the payment for services completed. As an example, we may agree to either forgive the related payment or accept a portion of the originally agreed price that reflects your level of satisfaction.
Ownership of Documents
All original documents obtained from the client arising from the engagement shall remain the property of the client. However, we reserve the right to make a reasonable number of copies of the original documents for our records.
Responsibilities and Commitments
Client Responsibilities
{yourBusiness} is responsible to provide all necessary records and documentation in a timely and accurate manner within 5 business days upon Crossway Associates LLC request for such documents or records. Client is responsible for the reliability, accuracy and completeness of the accounting records, particulars and information provided and disclosure of all material and relevant information. {yourBusiness} is required to arrange for reasonable access by us to relevant individuals and documents, and shall be responsible for both the completeness and accuracy of the information supplied to us. {yourBusiness} must notify Crossway Associates LLC of any changes in your business operations or financial status within ???of days. Any advice given to {yourBusiness} is only an opinion based on our knowledge of your particular circumstances.
Crossway Associates LLC Responsibilities
Crossway Associates LLC will perform the Scope of Services agreed upon with professional diligence and skill. Crossway Associates LLC will adhere to applicable professional standards and regulatory requirement(s). Based on questions and/or concerns you have, regarding your ongoing financial reporting, accounting records, and business management issues, we will offer our opinion(s) and describe any alternatives we are aware of. Our opinion(s), and related alternatives, will be based on our knowledge, training and experience, but at all times, the decisions you make are strictly yours, as is the responsibility for the financial records of your company.
Crossway Associates LLC will maintain actively tested and awarded Intuit Certified QuickBooks Online ProAdvisor Ceritification, United States of American Internal Revenue Registered Preparer , Intuit Pro Tax Expert and maintain education and information necessary any updates or additional training.
If necessary, we may suggest you contact your attorney, one of our strategic partners with that specific expertise, or someone else better suited to assist you.
Professional Standards
Crossway Associates LLC is committed to maintaining the highest standards of integrity and professionalism. Crossway Associates LLC will treat all information you provide with confidentiality and respect.
Confidentiality
Both parties agree to keep confidential all information obtained or exchanged in connection with the Services, including but not limited to financial records, business operations, and proprietary information. This obligation of confidentiality shall survive the termination of this Contract.
Scope of Limitations
Our engagement cannot be relied upon to disclose errors, irregularities or illegal acts, including fraud or defalcations, which may exist. We may inform you of any matters that come to our attention.
Confidentiality; Our Proprietary Information
In conducting this engagement, information acquired by us in the course of the engagement is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties except as required or allowed for by law, or with your express written consent. This applies even if you are no longer a client. We are committed to safekeeping of your confidential information and we maintain physical, electronic, and procedural safeguards to protect it. However, we may be required by law to disclose what may otherwise be considered confidential information of yours if requested by the IRS or federal government, or if you disclose that information to a third party.
You assume all responsibility relating to adherence with privacy and disclosure requirements relating to the use and sharing of information in your industry. If your business or industry requires greater privacy or security protections than those provided in this letter, it is your responsibility to ensure that your disclosure of information to us is in compliance with such requirements, and you agree to indemnify and hold us harmless in connection with any claims arising from your failure to do so.
You acknowledge that the proprietary information, documents, materials, management techniques, and other intellectual property we use are a material source of the services we perform and that these were developed prior to our association with you. Any new forms, software, documents, or intellectual property we develop in this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business. All report templates, manuals, forms, checklists, questionnaires, letters, agreements (including this one), and other documents, which we make available to you, are confidential and proprietary to us. Any and all new documents created as a result of this engagement will automatically become our property. 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 agreement will apply to all materials whether in digital or "hard copy" format.
Data Security
Crossway Associates LLC agrees to implement appropriate measures to safeguard Client"s financial data and prevent unauthorized access, use, or disclosure of such data.
Third-Party Disclosure and Use of Third-Party Services
Unless you indicate otherwise, our firm may transmit confidential information that you provide to us to third parties in order to facilitate delivering our services to you. Examples of such transmissions may include the access to your contact information by members of our team (independent contractors such as consultants, administrative assistants, or third party developers), transfer of accounting information and other data files via the internet, online back-up services, website developer and hosting services (for newsletter and order processing), credit card processing company, etc. We only work with established, reputable companies that have demonstrated their commitment to safeguarding your data. Please feel free to inquire if you would like additional information regarding the transmission of confidential information to entities outside the firm. We will ensure that third-party service providers who we share information with agree to protect your confidential information and to use it only in connection with the services they perform for us.
Electronic (Email) Communications
In connection with this engagement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.
Record Retention
During the course of our work with you, we may use one or more third party applications (including internet-based application providers) to provide portions of our services to you. This may include online filing of your accounts payable or other business documents. By signing this agreement you confirm that you understand the services being provided and also agree that Crossway Associates LLC is not liable for record retention or any other aspect of the services provided by these third parties, even if we absorb the cost (in part or in full) of a third party service as a benefit to you. You at all times assume responsibility for a decision to maintain hard copies of your original documents or to limit your document retention to the digital copies stored by the web application.
It is our policy to keep records related to this engagement for 7 years for discontinued clients and indefinitely for ongoing clients. If you are unsure as to how to best maintain your records, please let us know and we can review this with you. We will provide you with copies of all reports prepared that should be a part of your books and records, but our records pertaining to this engagement are not a substitute for your original records, and physical deterioration or catastrophic events may shorten the term during which our records will be available.
In the unlikely event that we do obtain any hard copy documents from you, all original paper documents provided by you will be returned to you promptly as our work is complete. We do not keep copies of these documents as a policy. It is your responsibility to safeguard your documents in case of future need. We may occasionally keep some copies we deem necessary to our work.
If our engagement with you ends for any reason, we may provide you with the option to continue any third party subscription based services at your expense (in some cases we may have absorbed the cost of these services during our work with you). If the foregoing is applicable we do offer continuation of the applicable services, you agree to complete the transfer of services to your name and assume responsibility for payment within 10 days of the end of our work with you. Our "end date" will be defined as the 11th business day following the date shown on the email or letter of termination/resignation transmitted by either party. You understand that if you do not assume responsibility for these services that they may be cancelled. Additional fees may apply if you elect to restore those services (if that option is available from the service provider) or request copies (digital or hard copy) of records from the third party provider.
Indemnification
You indemnify Crossway Associates LLC for any monetary losses, including attorney's fees, caused in whole or part, by your negligence, dishonest intentional act, or failure to meet or fulfill the obligations outlined in this engagement letter.
Limitation of Liability
By accepting and signing this engagement letter {name}, authorized signatory for {yourBusiness} agrees that the liability of Crossway Associates LLC arising from the services performed shall be limited to no more than 150% of the fees which you pay us for the performance of this engagement. You agree that this will be your only remedy and you hereby waive any other claims may have for actual, incidental, and consequential damages including, without limitation, lost profits and third-party claims.
In no event shall either party be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or related to this Contract, whether in contract, tort, or othewise.
Accuracy of Information Provided
Our engagement is limited to the period and the professional services indicated herein for the specified period. We will rely on the accuracy and completeness of the documents and information you provide to us. Accordingly, our engagement cannot be relied upon to disclose errors, fraud, or other illegal acts that may exist. However, it may be necessary to ask you for clarification of some of the information you provide, and we will inform you of any material errors, fraud or other illegal acts that come to our attention, unless they are clearly inconsequential. In addition, we have no responsibility to identify and communicate significant deficiencies or material weaknesses in your internal controls as part of this engagement, and our engagement cannot, therefore, be relied upon to make disclosure of such matters.
Fee Structure and Payment Terms
Fees for the Scope of Services attached will be invoiced Monthly on the twenty fifth (25th) day of the previous month of the upcoming month services. Payments are due upon receipt or three (3) days after invoicing. Late payments may be subject to late fees or interest charges of ten (10%) percent compounded monthly. After seven (7) days past due, the account will be locked until payment has been made. Returned payments will be subject to a return fee of thrity ($30) dollars. Direct ETF, Debit Cards, Credit Cards or Cash will be accepted. No checks will be accepted.
Billing
Services may be billed on a fixed rate or hourly billing rate, as indicated herein. Where we cannot provide a fixed rate quote, we will quote an hourly rate in cases of project work where it is difficult to define the scope of the service required. In the case where you have been quoted an estimate based on an hourly rate, Crossway Associates LLC will inform {name} of {yourBusiness} of the amount of time used before we issue the final bill and collect payment. Our professional fees will be based on our regular billing rates, plus direct out-of-pocket expenses and applicable provincial sales tax, and are due when rendered. Fees for additional services will be established separately.
Invoicing and Payment
We will submit our bill monthly before services are performed, and it will be due and payable upon receipt. If an extension of our services is requested, we will discuss our fee arrangements at that time. Plan implementation as well as plan monitoring and updating, if needed, are separate engagements. If you choose one of these additional services, a separate engagement letter will be provided. These services will be billed separately.
We reserve the right to suspend our services or to withdraw from this engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due to Crossway Associates LLC, you agree to reimburse us for our costs of collection, including lawyers' fees.
Retainers
Crossway Associates LLC shall inform {name} of {yourBusiness} if a retainer payment is required up front. Such funds will be held in trust by Crossway Associates LLC and applied to future invoices upon {yourBusiness}'s receipt of an invoice, and otherwise in accordance with an agreed payment schedule. If the engagement cannot be completed, or is completed in an amount which is less than the balance of the retainer, a refund will be provided within 60 days of termination of the engagement or request by {name} of {yourBusiness}.
Right to Use Testimonials
The Client agrees that Crossway Associates LLC may use the Client’s written or recorded testimonials, reviews, and feedback, whether solicited or unsolicited, for marketing and promotional purposes. This may include but is not limited to use on websites, social media, printed materials, proposals, and advertising campaigns.
Crossway Associates LLC will not disclose any confidential financial or personal information in such use. Testimonials may reference the Client’s name, business name, and general nature of services provided, unless the Client requests anonymity in writing.
The Client grants Crossway Associates LLC a non-exclusive, royalty-free, worldwide license to use, reproduce, and distribute such testimonials in any media or format.
Non-Solicitation and Non-Compete
a. Non-Solicitation
During the term of this Agreement and for a period of twelve (12) months following its termination, the Client agrees not to directly or indirectly solicit, recruit, or hire any employee, contractor, or subcontractor of Crossway Associates LLC with whom the Client had contact or who became known to the Client through the course of this engagement, without the prior written consent of Crossway Associates LLC.
b. Non-Compete
The Client agrees that during the term of this Agreement and for a period of twelve (12) months following its termination, the Client shall not directly establish, offer, or render bookkeeping, tax preparation, or advisory services that substantially replicate or compete with those provided by Crossway Associates LLC to any of the Firm’s current clients or active prospects, if such competition arises directly from information, systems, or strategies obtained through this engagement.
c. Scope and Reasonableness
The Client agrees that the restrictions in this section are reasonable in scope, geography, and duration and are necessary to protect the legitimate business interests and confidential information of Crossway Associates LLC. If any part of this clause is deemed unenforceable, it shall be modified to the minimum extent necessary to be enforceable under applicable law.
Governing Law; Venue; Attorneys Fees
This Agreement will be governed by and construed in accordance with the laws of the State of Texas, USA where the office of Crossway Associates LLC that primarily provides the services under this engagement is located, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the State of Texas referenced in the foregoing sentence, and both parties irrevocably consent to the jurisdiction of such courts.
If either party brings an action against the other concerning the outcome, quality or timeliness of our performance of services or other matters related to this engagement, the party who prevails shall be entitled to recover her/his/its (or, if applicable, her/his/its professional liability insurer's) attorney fees and costs incurred in defending such suit.
Independent Contractor Status
Crossway Associates LLC acknowledges that it is an independent contractor and not an employee, agent, or partner of the Client. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties. Crossway Associates LLC shall be solely responsible for all taxes, insurance, and other obligations arising from its status as an independent contractor.
Entire Contract
This Contract and any schedules or exhibits incorporated herein constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, negotiations, whether expressed or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
Amendment
No amendment or modification of this Contract shall be valid unless made in writing and signed by both parties.
Severability
If any provision of this Contract is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in force and effect to the fullest extent permitted by law.
Waiver
The failure of either party to enforce any provision of this Contract shall not constitute a waiver of such provision or any other provision hereof.
Dispute Resolution and Arbitration
In the unlikely event a dispute, both parties agree to work towards a resolution through mediationnn before resorting to arbitration or litigation.
Assignment
Neither party sha assign or transfer its rights or obligations under this Contract without the prior written consent of the other party.
Notices
Any notices or communications required or permitted under this Contract shall be in writing and delivered personally, by registered or certified mail, or by email to the addresses specified herein.
Confirmation of Terms and Conditions
This Contract consititutes the entire agreement between parties. Any changes or modifications must be in writing and signed by both parties.
Please review and digitally sign this letter below to indicate that it is in accordance with your understanding of the arrangements. This letter will be effective for future years unless we advise you of any change.
This Contract may be executed in counterparts, each of which shall be deemed an original , but a of which together shall constitute one and the same instrument.
Acknowledgment of Terms of Engagement Contract
By signing below, I confirm I have the authority to contract on behalf of {yourBusiness}. I hereby agree to the terms of engagement agreement dated On Acceptance of Crossway Associates LLC as set out above in this agreement. I agree to engage Crossway Associates LLC for the selected service bundle package {selectYour} and its associated terms (detailed scope linked above).
This Agreement may be executed and delivered electronically and in one or more counterparts, all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first above written.
BY:
Deborah "Deb" Gantz-Bowers
CEO|Managing Partner|Broker
Crossway Associates LLC
Certified QuickBooks Online ProAdvisor| Certified Intuit Tax Professional|Registered IRS Tax Preparer
Signature:
Date:
Attached: Scope of Services {selectBundle}