These Standard Terms and Conditions (“the/these Terms & Conditions”) are supplemental to our signed Engagement (or Retainer) Letter which addresses both the terms of the various services being provided by BottomLine – Tax Solutions (hereafter: “BottomLine”). The following are used in these Terms and Conditions:
Limitations and Restrictions
Our report is not to be reproduced or used for any purpose other than that outlined in this engagement without our written permission in each specific instance. Subsequent to the completion of the engagement, BottomLine is not under any obligation to update its advice, recommendations or work product for changes or modifications to the law and regulations, or to the judicial and administrative interpretations thereof, or for subsequent events or transactions, unless you the client (hereafter: “Client”) separately engages BottomLine to do so in writing after such changes or modifications, interpretations events or transactions. This is a services engagement and, accordingly, BottomLine warrants that it will perform services hereunder in good faith with qualified personnel in a competent and workmanlike manner in accordance with applicable industry standards. BottomLine disclaims all other warranties, representations, or conditions either express or implied.
Reporting
During the performance of the services, BottomLine may supply oral, draft, or interim advice, reports or presentations but in such circumstances BottomLine’s final written report shall take precedence.
Confidentiality
BottomLine will treat as confidential all proprietary information obtained from Client in the course of the engagement except as described in this section. BottomLine will only use such information in the connection with the performance of its services.
The above restrictions shall not apply to any confidential information that: (i) is required by law or professional standards applicable to BottomLine to be disclosed; (ii) that is in or hereafter enters the public domain; (iii) that is or hereafter becomes known to Client or BottomLine, as the case may be, without breach of any confidentiality obligation; or (iv) that is independently developed by Client or BottomLine, as the case may be.
BottomLine shall be entitled to include a description of the services rendered in the course of the engagement in marketing and research materials and disclose such information to third parties, provided that all such information will be rendered anonymous and not subject to association with Client.
Legal Proceedings
Client agrees to notify BottomLine promptly of any request received by Client from any court or applicable regulatory authority with respect to the services hereunder, BottomLine’s advice or report or any related document.
If BottomLine is required by law, pursuant to government regulation, subpoena or other legal process or requested by Client to produce documents or personnel as witnesses arising out of the engagement and BottomLine is not a party to such proceedings, Client shall reimburse BottomLine at standard billing rates for professional time and expenses, including, without limitation, reasonable legal fees, incurred in responding to such requests.
When requested or required by law, subpoena or other legal process or otherwise, that BottomLine provide information and documents relating to Client’s affairs, BottomLine will use all reasonable efforts to refuse to provide information and documents over which Client asserts legal privilege or which has been acquired or produced in the context of the engagement of legal counsel by or on behalf of Client, except where providing such copies, access or information is required by law or a public oversight board in respect of reporting issuers pursuant to its contractual or statutory authority.
Where Client provides any document to BottomLine in respect of which Client wishes to assert legal privilege, Client shall clearly mark such document “privileged” and shall otherwise clearly advise BottomLine that Client wishes to maintain legal privilege in respect thereof.
E-mail Communication
Client recognizes and accepts the risks associated with communicating by Internet e-mail, including (but without limitation) the lack of security, unreliability of delivery and possible loss of confidentiality and privilege. Unless Client requests in writing that BottomLine does not communicate by Internet e-mail, Client assumes all responsibility or liability in respect of risk associated with its use.
Billing/Expenses/Fees
Bills, including, without limitation, a charge on account of all reasonable expenses, including travel, meals, accommodations, long distance, telecommunications, photocopying, delivery, postage, clerical assistance and database research will be rendered on a regular basis as the engagement progresses.
Accounts are due when rendered (i.e., “due upon receipt”). Interest on overdue accounts is calculated at the rate stated in the Engagement Letter (or 1.5 percent monthly, if not stated) commencing from the date of the invoice. If no objections are made upon presentation of invoice, Client agrees that the invoice issued is correct and accurate.
Without limiting its rights or remedies, BottomLine shall have the right to halt or terminate entirely its services until payment is received on past due invoices.
In the event there is a default in payments, Client agrees to pay all filing fees, costs and other fees including interest, attorney’s fees and/or collection agency fees and further including any fees for time expended in the enforcement of this engagement. Until such time as Client’s account is paid in full, all work papers created by BottomLine will remain the property of BottomLine. In the event of a withdrawal, Client agrees that BottomLine would be liable only to return only those documents supplied to BottomLine by or for Client.
Termination of Engagement
In the event that either party wishes to terminate this engagement, they are required to advise the other party in writing. Once written notification has been served, no further hours will be charged. All fees incurred prior to the notification will become due.
Indemnification
The necessity of this may vary from firm to firm and engagement to engagement. Legal assistance should be sought for the wording of this section if deemed applicable.