This letter sets forth the objectives and terms of our proposed engagement and the nature of the services SAM Technology, LLC will provide to you and/or your company (the “Client”).
WORK TO BE DONE
SAM Technology, LLC does not provide forensic auditing. Accordingly, our engagement for bookkeeping and payroll services will not, and cannot, be relied upon to disclose financial errors, irregularities or illegal acts such as fraudor misappropriation which may exist or take place during the term of our engagement. Incomplete orinaccurate information provided to SAM Technology, LLC will affect the ability of SAM Technology, LLC to perform the services for which it is being retained. Should such matters come to our attention during theprovision of services same shall be disclosed to the Client forthwith.
B. Financial Statements.
We will conduct our engagement in accordance with Statements on Standards for Accounting and Review Services (“SSARS”) promulgated by the Accounting and Review Services Committee of the American Institute of Certified Public Accountants (“AICPA”) and comply with applicable professional standards, including the AICPA’s Code of Professional Conduct, and its ethical principles of integrity, objectivity, professional competence, and due care, when performing the bookkeeping services, preparing the financial statements, and performing our engagement.
We are not required to, and will not, verify the accuracy or completeness of the information management will provide to us related to this engagement or otherwise gather evidence for the purpose of expressing an opinion or a conclusion. Accordingly, we will not express an opinion or a conclusion nor provide any assurance on the financial statements. Our engagement cannot be relied upon to identify or disclose any financial statement misstatements, including those caused by fraud or error, or to identify or disclose any wrongdoing within the entity or noncompliance with laws and regulations. However, we will inform the appropriate level of management of any material errors and any evidence or information that comes to our attention during the performance of our procedures that fraud may have occurred. In addition, we will inform the appropriate level of management of any evidence or information that comes to our attention during the performance of our compilation procedures regarding any wrongdoing within the entity or on compliance with laws and regulations that may have occurred, unless they are clearly inconsequential. Our services are not designed to provide assurance on internal controls or to identify deficiencies in the design or operation of internal control. Therefore, our engagement should not be relied upon to identify deficiencies in the Company’s internal controls. Accordingly, we have no responsibility to identify and communicate deficiencies or material weaknesses in internal controls as part of this engagement. [Partner Names] will serve as the compilation engagement partner and is responsible for supervising the compilation engagement and signing our accountants’ compilation report or authorizing another individual to sign it.
C. Agreed Upon Services.
By having you clearly identify the specific services you wish provided and their frequency, we hope to better meet your expectations of service. Any changes will be mutually agreed upon and confirmed in writing.
The following is our fee schedule:
A. Professional Fees.
Fees for professional services will be based on the time expended at our current hourly rates, unless otherwisemutually discussed and agreed to in writing. We require a minimum retainer before work can begin.
B. Factors Affecting Fees.
Professional fees are based upon several factors including time, labor involved, and skill requisite to performthe said services properly. Fees will be based upon an agreed hourly rate unless special circumstances are inplace, in which case an agreement in writing between the parties will address such adjusted costs.
C. Direct Expenses.
Additional charges for computer services, fax transmissions, report production and other out of pocketdisbursements, including travel costs, may be added to our professional fees. Such charges are in addition toany estimated fees given and will be due and payable upon receipt of invoice as billed monthly.
D. Terms of Payment.
All billings are ‘DUE ON RECEIPT’. All amounts unpaid after 30 days are subject to interest at 2% per month (24%per annum), calculated from the invoice date, on the total outstanding amount.
Either party may terminate this relationship on thirty (30) days written notice to the other, including emailnotification, provided that such notice has been received. In the event that the Client provides less than thirty(30) days notice, the average of one month’s billings plus applicable GST will be payable in lieu of notice. Theaverage one month’s billings will be calculated from the prior twelve (12) months when services were provided.During the 30 day termination period projects in process shall be completed if possible, and no other work shallbe undertaken unless the parties agree in writing to specific terms for the additional work.
LIMIT OF LIABILITY
A. The Client hereby agrees that any liability of SAM Technology, LLC under thisagreement, regardless of form of action, shall be limited to the most recent monthly amount billed for servicesagreed to hereunder as its exclusive remedy. Client agrees that it shall not make any claim against SAM Technology, LLC beyond such amount of monthly account, and SAM Technology, LLC may rely on this paragraph as a complete bar to any such claim.
B. More specifically the Client agrees that SAM Technology, LLC are not, and shall not bedeemed to be liable for any losses resulting from advice provided by them or either of them, or from work doneby them, or for loss of profits of the Client or of any other party which may flow there from, whether it be director incidental, whether or not they have been advised of the possibility of such damages, and the Clientacknowledges and agrees to same hereto.
C. Neither party may bring any action arising out of the services under this agreement, regardless of form, morethan one year after the date of the last services provided under this agreement.
INDEMNIFICATION & NON-DISCLOSURE
The Client agrees to release, indemnify and hold SAM Technology, LLC, (their partners,executors, heirs, successors and assigns) harmless from any and all liability and costs resulting from any knownmisrepresentations or fraud participated in by management or any of them, or such errors resulting fromincomplete or inaccurate information provided by management, and such indemnity shall not be limited to theterm of this contract but shall be ongoing even after its termination.The Client also acknowledges that the SAM Technology, LLC in the course of their workmay view or otherwise come into contact with information the Client considers confidential. In such a case the SAM Technology, LLC undertake to keep such information confidential subject togoverning law, jurisprudence and/or order of a court of competent jurisdiction and the Client agrees that noaction can be taken against SAM Technology, LLC as a result of their view or contactwith the confidential information unless SAM Technology, LLC fail to honor theirundertaking as defined in this paragraph.
This engagement letter shall be governed as to validity, interpretation, construction, effect and in all otherrespects by the laws and decisions of the State of California. In the event of commencement of any legalaction regarding any term or condition of this engagement such action by agreement is to be subject to thejurisdiction of the courts of the State of California or its political subdivisions.
This letter and the Bookkeeping and Payroll Services comprise the complete agreement between the parties,superseding all proposals oral or written and all other communications between the parties. If any provision ofthis letter is determined to be unenforceable, all other provisions shall remain in force.
SAM Technology, LLC