Reeves Accounting Solutions
General Service Terms and Conditions
v1.0, published January 13, 2025
These General Terms and Conditions ("Terms") govern your use of the services provided by Reeves Accounting Solutions. By entering into an agreement or contract with us, you agree to be bound by these Terms, which are incorporated by reference into any signed service agreements between you (the "Client" or “you”) and Reeves Accounting Solutions (“us” or “we”).
Please review these Terms carefully. Your continued use of our services constitutes your ongoing acceptance of any updates or modifications to these Terms. In the event of any conflict between the Terms listed here and any specific provisions in a signed agreement, the terms of the signed agreement will take precedence.
We may update these Terms periodically, and it is your responsibility to review the most current version, available at https://reevesaccountingsolutions/terms-and-conditions. If we make material changes, we will notify you by email or other communication methods.
If you have any questions or concerns about these Terms, please contact us at jenny@reevesaccountingsolutions.com.
Engagement Scope
We will provide professional services at your request. You have engaged us to provide the specified scope of services outlined in your service agreement.
For accounting services, including our monthly accounting service, we will perform our services in accordance with the Statement on Standards for Consulting Services issued by the American Institute of Certified Public Accountants. 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. We will not account for earlier periods unless you specifically ask us to do so and we agree. In addition, we have no responsibility to update our work for events and circumstances that occur after the date we complete our work.
No Assurance
Our work will not constitute an audit, review, or compilation of the information provided, and accordingly, we will not express a conclusion or provide any other form of assurance on the completeness or accuracy of the information. Our services cannot be relied upon to discover or disclose errors, irregularities or illegal acts, including fraud or defalcations, which may exist. However, we may inform you of any matters that come to our attention.
Supervision and Review
It is our understanding that a member of your management, who possesses requisite skill, knowledge, or experience, will oversee our services and make all management decisions and perform all management functions. Our services may include advice and recommendations, which are based upon our knowledge, training, and experience. However, at all times, any decisions in connection with implementation of any advice and recommendations are solely yours, as is the responsibility for the financial records and management of your organization. We encourage you to reflect upon our recommendations and decide what you believe is best for you. You are responsible for establishing and maintaining internal controls relevant to your organization over as well as monitor ongoing activity related to your operations. You are responsible for reviewing our work and making the final management decisions related to your financial statements.
Unanticipated Services
Only the services which are listed in your service agreement are included within the scope of our agreement. 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.
Your Cooperation
For us to perform our services, we’ll need access to certain information. We’ll provide a list of the information that we need to complete our services. You agree to provide us this requested information in a complete, accurate and timely manner. If you do not reasonably cooperate, we reserve the right to withdraw from this agreement.
If you provide our firm with copies of bank, brokerage, investment advisor, or digital asset statements, we will use the information solely for the purpose our services. 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.
Confidentiality; Our Proprietary Information
In conducting our services, information acquired by us 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 these terms, 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 our services 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.
Electronic Communications
In connection with our services, we may communicate with you or others via email transmission or other electronic means such as text messages. As electronic transmissions 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 such messages 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 electronic messages 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 electronic 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.
Referrals
In the course of providing services to you, you may request referrals to professionals such as other accounting professionals, bankers, attorneys, brokers, or investment advisors or products such as accounting, finance or payroll related applications. 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 meets 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.
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 consent to the disclosure of your confidential information to third-party service providers, if such disclosure is necessary to deliver professional services to you or provide support services to our firm.
Record Retention
During 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 we are 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 our service 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 service agreement 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 you agree to complete the transfer of services to your name and assume responsibility for payment within 15 days of the end of our work with you. Our "end date" will be defined as the 16th 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 the third-party subscription-based service 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.
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 our 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.
If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, 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.
Disclaimer of Legal and Investment Advice
Our services under this Agreement do not constitute legal or investment. We recommend that you retain legal counsel and investment advisors to provide such advice.
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.
Indemnification
You to indemnify us 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 our service agreement.
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 ventures, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to you.
Our obligations under the service agreement are solely obligations of Reeves Accounting Solutions and no partner, principal, employee or agent of Reeves Accounting Solutions shall be subjected to any personal liability whatsoever to you or any person or entity.
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
Limitation of Liability
You agree that the liability of Reeves Accounting Solutions arising from the services performed shall be limited to the fees which you pay us for the performance of this service. 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.
You agree to indemnify and hold us harmless with respect to any and all claims arising from the use of the tax returns for any purpose other than filing with the IRS, state and local tax authorities regardless of the nature of the claim, including the negligence of any party, excepting claims arising from the gross negligence or intentional wrongful acts of Reeves Accounting Solutions.
You agree that any action against Reeves Accounting Solutions in relation to services rendered shall be commenced within two years of the later of a. the date of the service agreement or b. the date the of the underlying accounting period, transaction or tax year the service related to. Any action not brought within that two-year period shall be barred, without regard to any other limitations period set forth by law or statute. If any dispute, controversy, or claim arises out of or relating to services rendered under this agreement, you agree to settle by binding mediation administered by the American Arbitration Association in accordance with its Rules for Professional Accounting and Related Services Disputes.
You agree to hold Reeves Accounting Solutions and its partners, heirs, executors, personal representatives, and assigns harmless of any and all claims which arise from knowing misrepresentations to Reeves Accounting Solutions by your organization’s management or personnel, or the intentional withholding or concealment of information from Reeves Accounting Solutions by your organization’s management or personnel. You also agree to indemnify Reeves Accounting Solutions for any and all claims made against us by third parties which arise from any of these actions by your organization’s management or personnel, as long as Reeves Accounting Solutions is not negligent in the performance of its services.
Billing
Our services are generally billed on a recurring subscription basis. Fixed monthly recurring billing rates are due on the first day of each service month. Fixed monthly recurring billing relates to the current month's service. The current month's service relates to the prior month's financial statement close and related period bookkeeping tasks. For example, February's monthly service payment is for our services performed in February related to the January accounting period.
Your service agreement may also contain one-time service items, such as new customer onboarding or project work. Payment for one-time services is due in advance of the service performed.
In unique cases where it is difficult to define the scope of the service required, your service agreement might include an hourly rate. If you have been quoted an estimate based on an hourly rate, we will invoice you monthly for the actual hours incurred. Your price will be based on our regular billing rates, plus direct out-of-pocket expenses.
For your convince, we may subscribe to accounting-related applications and include the cost of those applications in your monthly payment.
All payments must be paid through auto-ACH or credit card on file, unless otherwise approved.
When you engage in our services, we reserve our personnel as available resources to perform the requested services in the scheduled time periods. Even if you do not provide the information for us to satisfactorily perform our services, including those discussed above in Cooperation, you are still responsible for payment of the agreed upon services, as we have reserved those resources for you based on your service agreement.
Price Changes
Pricing is subject to change during the duration of your service agreement. Price changes are most often as result of the following factors:
Change in scope. If you request an increase or decrease in requested service levels (scope), we will provide you an updated pricing for the new service level. Examples of changes in scope include additional entities or locations, accounts payable services, tax services, and early close timing.
Changes in transaction volumes and accounts. The transaction volume within your business and the nature and number of bank accounts, credit card accounts, distribution channels, etc. The transaction and account volume is a significant driver of the amount of work required to perform accounting services.
Changes in costs and market pricing. Like all services, the general cost of providing accounting services changes over time, including the cost of labor, insurance, applications and other business costs that effect the overall costs and market pricing of our services. You should anticipate an increase in pricing of at least 5% annually.
Prior to changing our pricing, you will be given at least a 45-notice period, except for changes in scope that you have request. Price changes related to you requested changes in scope will be effective in the month the change in scope is effective
Termination
We may agree to vary or terminate your service agreement at any time. Although we request a 30-day notice, you may also terminate this agreement at any time.
No refunds are provided for terminated services, even if you have not received your deliverable, such as your monthly accounting or annual tax returns.
Upon termination, you agree to pay us for any work performed up to your notice of termination 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.
We reserve the right to suspend our services or to withdraw from this engagement if any of our payments are deemed delinquent. If any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including lawyers' fees.
Our Team
Our team is very important to our ability to deliver services to our clients. We therefore strongly discourage clients from hiring any employee, agent, representative, or subcontractor of Reeves Accounting Solutions ("Reeves Accounting Solutions Personnel"). While we request that you do not extend an offer of employment to our Personnel, we recognize there may in fact be a desire to do so. Accordingly, we have instituted the following structure for such situations:
In the event you wish to either directly or indirectly make an offer of employment to Reeves Accounting Solutions Personnel either during the term of this service agreement or two years thereafter, you agree to: i) notify us in writing in advance of such offer; ii) allow Reeves Accounting Solutions Personnel transition time of not less than four weeks; iii) pay Reeves Accounting Solutions concurrent with the candidate's acceptance of your offer of employment (the "Placed Candidate"), a "Placement Fee" in an amount equal to equal to 50% of the annualized salary, wages, and other compensation currently earned by Reeves Accounting Solutions at the time of the initial solicitation of the Placed Candidate; and iv) provide Reeves Accounting Solutions a general release of all claims up to and including the date of the hiring of the Placed Candidate.
The failure to pay Reeves Accounting Solutions a Placement Fee for a Placed Candidate and us a general release as set forth above shall constitute a breach of this agreement, and we shall be entitled to an injunction to stop the hiring or discontinue the employment of such Placed Candidate, as well as pursue any other remedies it may have in accordance with applicable law.
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.
Monthly Accounting Services
Unless otherwise included as a separate service item, our monthly accounting service provides a 30-day accounting close along with regular bookkeeping updates throughout the month. If you would like to a price quote for an earlier close timing, please contact us.
Upon completion of our monthly accounting close, we will provide you with a closing workbook that provides certain supporting documents and schedules for your monthly close. We encourage you to review the monthly close documents and the related financial statements and provide us with any changes or updates. If requested changes or updates are received within 5 business days, we will update the financial statement and send a revised financial workbook. Only one round of changes are included in your fixed price.
If changes are received after five business days or if additional round(s) of changes are requested, these changes will be incorporated into the subsequent month's accounting close process. If you request these late or additional changes be made before subsequent month's accounting close process, we will charge an additional $200 for each round of changes requested.
Unless otherwise included as a separate service item in this agreement, monthly accounting services do not include bill payment support, payroll processing, software application costs, clean-up or prior period accounting, invoice preparation, accounts receivable collections, budgeting, forecasting, data analysis, class or location tracking, project accounting, taxes (including income taxes, franchise taxes, property taxes, sales taxes, VAT taxes), board meeting attendance, annual audit support, inventory counts, inventory pricing or tracking, crypto currency tracking, Form 1099 preparation, employee reimbursements, sales commission calculations, census reporting, insurance audit support, ASC 606 or 842 analysis, or consolidated statements. If interested in these services, contact your sales or accounting team for an additional quote or referral.
Government inquiries
You have not engaged us to respond to inquiries by any governmental agency or tax authority. If your tax return is selected for examination or audit, you may request our assistance in responding to such an inquiry.
Worker classification
You acknowledge and confirm that you, in consultation with other professional advisors, as needed, are responsible for determining the correctness of any worker classification. Payroll tax withholding and related employer payroll tax implications result from this determination. We cannot advise you with respect to worker classification and will rely upon your determination of same.
We recommend obtaining a signed contract and signed Form W-9, Request for Taxpayer Identification Number and Certification, or Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals,) from all independent contractors. You should provide all independent contractors with both forms and let them determine the form (W-9 or W-8BEN) that reflects their status.
Unless separately listed in your Service Agreement, you have not engaged us prepare Form 1099s. If you would like to add on this service, please contact us. You should also issue a Form 1099-NEC, Nonemployee Compensation, to all unincorporated independent domestic contractors to whom you pay $600 or more for services. For those who provided a completed Form W-8BEN, a Form 1042-S must be issued to individuals if any payment is made from U.S. sources that would be deemed to be fixed or determinable annual or periodical income or other types of income included in the instructions, even if these payments are subject to a reduced income tax withholding rate or are exempt from income tax withholding due to an income tax treaty. In addition, state rules should also be reviewed to determine if state taxes are required to be withheld and separate returns completed for any independent contractor.
Some of these filings are due as early as January 31, with significant penalties assessed for late filing, non-filing and filing of incorrect information. Preparation of these forms is not within the scope of this Agreement. If you ask us to prepare these forms, and we agree, we will confirm this service in a separate written agreement. If you fail to adhere to the filing deadlines, you will be responsible for any penalties, interest and related professional fees for the improper filing.
Governing Law; Venue; Attorneys Fees
This Agreement will be governed by the laws of the State of Texas, 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 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 suits.
Assignment
All parties acknowledge and agree that the Terms shall be binding upon and inure to the parties' successors and assigns, subject to applicable laws and regulations.