Ascend Consulting Terms and Conditions

Last edited 03/01/2024

These terms and conditions are subject to change. The most up to date version can be referenced at ascendllc.co

These Terms and Conditions (“Agreement”) are entered into by and between Ascend Consulting LLC (“Ascend”, “We”, “Us” “Our”), an Ohio Limited Liability Company, and You and Your affiliated business entities (“Client” or “You”/ “Your”).

“Affiliate” means any company that controls, is controlled by, or is under common control with Client, directly or indirectly, with control meaning an ownership interest of at least 20%.

Subscription of Services

This Agreement shall govern all accounting, bookkeeping, and other services and deliverables provided to Client by Ascend as agreed upon between them in the Services section of this agreement (“Services”) If there is an inconsistency between this Agreement and the Services section, the Services section prevails. The effective date of this Agreement is the date listed in the Services section. If no date is listed, then the agreement commences on the date of signature. All agreements are on a month to month basis unless otherwise terminated or agreed to.

By our engagement to provide services, You recognize that We are management consultants. You are free to accept our advice or not. In that regard, You recognize that none of Our services, including services called Chief Financial Officer services, are to be officially considered or construed as “management” or Us “officers” in the way that a full time employee with the equivalent title might traditionally be viewed.

Our engagement to provide the Services does not include any of the following:

●      Prepare financial statements as defined by the American Institute of Certified Public Accountants. If You require financial statements prepared by our firm, this will be governed by a separate engagement letter.

●      Verification of the accuracy and completeness of the information You have provided to Us.

●      Identification of fraud, errors, or wrongdoing within the entity or noncompliance with laws and regulations.

●      Any action that could be constructed as assuming management responsibilities or employment by Client.

●      Prepare a Business valuation as defined by the AICPA Statement on Standards for Valuations Services. All valuations performed by Ascend are for management/internal use only and should not be used as an official valuation or presented as should not be presented to others as CPA prepared, compiled or reviewed.

●      Prepare a personal financial statement as defined by Statement on Standards For Accounting and Review Services # 6 or # 3. All personal financial plans and statements are for internal use only and should not be presented to others as CPA prepared, compiled or reviewed.

●      Prepare a forecast or budget as defined by SSAE # 10. Forecast and budget creation is done to support management, are in no way compliant with a SSAE #10 forecast and should not be presented to others as CPA prepared, compiled or reviewed.

What You Will Do

In addition to the items You agree to do in the Services section You also agree to perform the following:

●      Selection of the tax basis of accounting.

●      Design, implementation, and maintenance of internal controls.

●      Prevention and detection of fraud.

●      Ensuring compliance with all laws and regulations applicable to Your activities.

●      Ensuring Accuracy and completeness of records, documents, explanations, and other information, including significant judgments, You provide to Us.

●      Make all management decisions.

●      Designate an individual with suitable skills, knowledge, and experience to oversee Our Services.

●      Evaluating the adequacy and results of the Services performed and accepting responsibility for such Services

●      Provide Ascend with

○      access to all information of which You are aware is relevant to this engagement, such as records, documentation, and other matters (in digital form whenever possible).

○      additional information that We may request from You for the purpose of the engagement.

○      unrestricted access to persons within the Your company of whom We determine it necessary to make inquiries relevant to this engagement.

Pricing & Payments
The fees are based upon Your selection of Services. Any work performed outside of the scope of these Services will require approval from You and be billed at an agreed upon rate. The fee estimate is based on anticipated cooperation from Your personnel and the assumption that unexpected circumstances will not be encountered during the work performed. If significant additional time is necessary, we will discuss it with You and arrive at a new fee estimate before we incur additional costs.

Our typical business practice is to not change fees during the first year of Service. That is not to say that service fees will not increase periodically or at all within the first year. Typical increases in the first year might relate to 1) new additions to the Services 2) significant scope changes 3) growth (usually volume-based) and 4) price changes from Our third party vendors.

Services may be added at Our current published prices. It is not uncommon to have scope changes based on facts and circumstances that We discover during onboarding or performing services. When that happens, Our operations team will work with You to understand the services You have purchased and walk through alternatives if additions to the Services are needed. We do the best we can in Our sales process, but we will talk with You and make sure everything makes sense should there be a miscommunication or a scope change.

We reserve the right to increase Our prices related to growth of Your business and/or scope of the Services and increases in the volume of documents to review and process. “Growth and/or Volume”. We will notify You if You have a price increase related to Growth or Volume. A minimum 15 day notice will be provided for all pricing adjustments related to scope, Growth, and Volume changes.

Our third-party vendors do not consult with Us before making pricing changes, so We reserve the right to increase Our fees related to pricing increases from Our third-party vendors. Fees related to third-parties can adjust immediately upon notice.

You must pay all fees as specified in the Services section and subsequent invoices. If not specified otherwise, payment is due on the first day of each month and upon receipt of invoice for any hourly or other work. You agree to allow Ascend to collect all payments due by ACH debit. You are responsible for the payment of all sales, use, withholding, and other similar taxes. If You believe in good faith that any invoice is incorrect and wish to dispute any invoice, You must notify Us in writing within 10 days of Your receipt of the invoice. We reserve the right to charge interest of 1% per month on any undisputed invoice that is not paid within 30 days of the invoice date. Client authorizes Ascend to use any financial institution account information provided to Ascend by Client to collect payment for Services. Client shall notify Ascend immediately of any change in financial institution account information provided by Client to Ascend. Failure to do so may result in immediate termination of this Agreement.

Ascend reserves the right to suspend Your access to any Services and third party vendors if You fail to pay any undisputed invoice when due, until Your account is paid in full or You have made other payment arrangements satisfactory to Us. Our suspension of services will not affect Your obligations to Us under this Agreement. If any collection action is required to collect unpaid balances due, You shall reimburse Ascend for collection costs, including but not limited to reasonable attorneys’ fees.

Prorated Fees

Prorated tax or tax planning fees are not refundable if You choose to terminate the Services before the completion of Your tax return or tax planning.

Term and Termination

This Agreement continues until all Services have been completed or expired or if either party is in material breach to the Agreement. After the initial term either party may terminate this agreement upon a 15 day written notice to the non-terminating party.
Ascend has the right to immediately terminate or suspend this Agreement if We in good faith believe that You have been willfully dishonest, fraudulent, or have commit other misconduct with respect to the information provided to Ascend, violated the law, or a conflict of interest arises. As noted above, failure to timely make payments to Ascend will also result in suspension or termination of Services.
Any terms that by their nature must survive termination of this Agreement to enable a party to assert its rights and receive the protections of this Agreement, will survive (including without limitation, the confidentiality terms).

Independent Contractor

Ascend is an independent contractor with respect to Client, and neither party is authorized to act for the other as an agent, representative, employee, or partner of the other.

Non Solicitation

We take pride in the quality and experienced team members who work tirelessly to provide the utmost service for our clients. In the event that You should hire any Ascend staff member during or within one year of the earlier of (1) termination of Our staff’s employment, (2) termination of this engagement, You agree to pay a personnel replacement fee equal to 50% of that individual’s base annual compensation immediately prior to the termination of their employment with Ascend. Such amount will be due and payable by You within (10) days of receipt of written demand from Ascend. In addition to the above-liquidated damages, Ascend may seek any available remedy, including equitable relief and injunction against You.

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 create or expand Our relationship with You, nor do they constitute advice or an undertaking on Our part to monitor issues for You. By entering into this Agreement You consent to being added to Our mailing list.

Let’s Support One Another

Helping businesses thrive is our passion. You agree to free marketing by allowing Ascend to use Your trademarks, logos, trade names, and a description of the business relationship between You and Us in any Ascend marketing and sales promotion materials. You can opt out of this by providing Us with written notice of your desire to do so.

Referrals

In the course of providing Services to You, You may request referrals to products or professionals such as attorneys, brokers, or investment advisors. 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 reliance on the services of other professionals or products You may retain.

In addition, some of these third parties that We use or refer You to may pay Us a referral fee or commission. We are lawfully required to disclose this to You. By entering into this agreement, You acknowledge that Ascend has disclosed that the firm may receive a commission, contingent fee, or referral fee of an ongoing revenue share from, but not limited to, Gusto, Intuit, ADP, Morgan Stanley, financial advisors, insurance agents and/or others in an amount which is set and changed at the discretion of the third party, in relation to goods or services the firm has agreed to provide or recommend and hereby consent to the arrangement. In the event Ascend makes a recommendation or referral, it is Your responsibility to evaluate, select and retain the provider or service.

Confidentiality

Confidential Information means any nonpublic information disclosed by You to Us, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential, given the nature of the information and the circumstances of disclosure. Ascend shall (1) use the Confidential Information only in connection with the performance of the Services and not disclose any Confidential Information to any third person (except to employees, contractors, and others covered in the Third Parties section of this agreement), (2) hold the Confidential Information in the strictest confidence and apply commercially reasonable efforts to prevent the unauthorized disclosure of such Confidential Information and (3) not copy any such Confidential Information without the consent of Client, except as required to perform the Services. Ascend will disclose Confidential Information to the extent required by law or court order.
Confidential Information excludes information that: 1) is or becomes generally known to the public without breach of any obligation owed to Client, 2) was known to Ascend prior to its disclosure by the Client without breach of any obligation owed to the Client, 3) is received from a third party without breach of any obligation owed to Client, or 4) was independently developed by Ascend without use or access to the Confidential Information.

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 firm 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 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 request.

Third Parties
We may, at times, use third parties to perform Services under this agreement, and they may have access to Your information and records. Any such third parties will be subject to the same restrictions on the use of such information and records as apply to Ascend under this Agreement.

The taxpayer authorizes that any and all information furnished to us for or in connection with the preparation of tax returns under this engagement letter may, for a period of up to 10 years from the date of this engagement letter, be disclosed to Our employees and contractors, who may or may not be located outside the United States, engaged directly or indirectly in providing tax planning or preparation of tax returns. Disclosures under this paragraph may consist of all information contained in tax returns. If the taxpayer wishes to request a limited disclosure of tax return information, the taxpayer must inform us. The taxpayer acknowledges that their tax return information may be disclosed to our affiliates, related entities or subcontractors located outside the United States.

In order to provide You with the best value possible, We use a number of technology business partners outside of the firm (list available upon request). We often have to disclose certain information to these partners to provide the services You have requested. By agreeing these terms and conditions You are consenting to Us using these third party services and authorizing Us to sign on Your behalf any vendor agreements applicable to such services.

At times We also use third party service providers. Some of our tax services require the use of a third party. We receive compensation for making such a referral. We will, as part of Our engagement, evaluate the work performed and the advice given by such service providers. If We do not concur with the advice provided by such service providers, We will communicate Our nonconcurrence to You in writing. We will share confidential information with these parties as required to perform the Services.

Data Ownership, Security & Privacy

All data You provide and all deliverables from Services, remain Your property. We will use Your data solely for purposes of performing under this Agreement. You agree and acknowledge any workpaper, discovery, innovation, improvement, deliverable, idea, or invention Ascend conceives of or develops in performing the Services or as a result of the Services is and shall be the exclusive property of Ascend.

We regularly aggregate anonymized Client data and perform a variety of analyses using that aggregated data. However, We are always careful to preserve the confidentiality of the separate information that We obtain from each Client, as required by the AICPA Code of Professional Conduct and various laws. You agree and acknowledge that Ascend may use and own all anonymized Client data and results for purposes of enhancing the products and services, aggregated statistical analysis, technical support, and other business purposes.

Ascend uses LastPass (https://lastpass.com/enterprise_overview.php) as our online password vault. Ascend should be notified of any changes to the login credentials within 2 business days of the change.

Third-party sites and services are not under our control, and You agree that Ascend shall not be responsible or liable, directly or indirectly, for any damage or loss in connection with the use of or reliance on any such content, products, or services provided by any such third party.

Our systems are not designed to be compliant with the Health Insurance Portability and Accountability Act of 1996 (HIPAA). As a result, please do not add Us to systems or share information with Us, that would be governed by HIPAA.

Document Retention

We will always return Your original documents to You and any deliverables from Our Services. It is Your responsibility to retain these documents in Your files. We do keep copies of these for a limited period but will regularly purge these from Our files. If You would like to know Our document retention policies for the Services in this Agreement please contact Us.

Tax Matters

We may prepare Your tax returns based upon information and representations that You provide to Us. We will not audit or otherwise verify the data You submit to Us, although We may ask You to clarify certain information. We will prepare the above-referenced tax returns solely for filing with the Internal Revenue Service (“IRS”) and state and local tax authorities as identified above. Our work is not intended to benefit or influence any third party, either to obtain credit or for any other purpose.

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 and state and local tax authorities regardless of the nature of the claim, including the negligence of any party.

Our engagement does not include any procedures designed to detect errors, fraud, or theft. Therefore, Our engagement cannot be relied upon to disclose such matters. This engagement is limited to the professional services outlined on the Service schedule. In addition, We are not responsible for identifying or communicating deficiencies in Your internal controls. You are responsible for developing and implementing internal controls applicable to Your operations.

Our Tax Responsibilities

Unless otherwise noted, We will perform our services in accordance with the Statements on Standards for Tax Services (“SSTSs”) issued by the American Institute of Certified Public Accountants (“AICPA”) and U.S. Treasury Department Circular 230 (“Circular 230”). It is Our duty to perform services with the same standard of care that a reasonable tax return preparer would exercise in this type of engagement. It is Your responsibility to safeguard Your assets and maintain accurate records pertaining to transactions. We will not hold Your property in trust for You, or otherwise accept fiduciary duties in the performance of the engagement.

Sales Tax Specifics

We provide guidance on sales tax from a limited logistical perspective and will register and file based on the Client’s direction. We are not a sales and local tax expert or sales tax attorney. Please consult with an expert in this area to validate nexus, filing requirements, audit support or to initiate a Voluntary Disclosure Agreement. You are responsible for providing all requested data and supporting information on a timely basis and having the funds available to pay the sales taxes. Failure to do so may result in penalties and interest from taxing authorities as well as additional accounting fees. We will process any sales tax filings and payments, even without approval from You, as long as the funds are apparently available. You are responsible for providing Us with specific, written instructions within two business days, after the notification of sales tax amount due, if You don’t want the payment made and/or filing completed.


Form 1099’s

If requested, Form 1099s will be filed on Your behalf. You are responsible for providing all requested data and supporting information on a timely basis. Accordingly, We accept no responsibility for missing, late or incorrectly filed Form 1099s. We will process any Form 1099s that We know need to be issued, even without approval from You, by the due date.

Payroll Classifications & Tax

You are responsible for complying with all applicable laws and regulations pertaining to payroll operations, including the classification of workers as employees or independent contractors and related payroll tax and withholding requirements. We may provide guidance on employee classification from a limited logistical perspective and will register and file based upon the Client’s direction. However, We are not human resource professionals or lawyers and recommend that You consult with those experts as needed. You are responsible for timely paying payroll taxes. Failure to properly register and pay tax may result in penalties and interest from taxing authorities as well as additional accounting fees.

Arguable positions

We will use Our professional judgment to resolve questions in Your favor where a tax law is unclear, provided that We have a reasonable belief that there is substantial authority for doing so. If there are conflicting interpretations of the law, We will explain the possible positions that may be taken on Your return. We will follow the position You request, provided it is consistent with Our understanding of tax reference materials. Tax reference materials include, but are not limited to, the Internal Revenue Code (“IRC”), tax regulations, Revenue Rulings, Revenue Procedures, Private Letter Rulings, court cases, and similar state and local guidance. If the IRS, state or local tax authorities later contest the position You select, additional tax, penalties, and interest may be assessed. We assume no liability, and You hereby release us from any liability, including but not limited to, additional tax, penalties, interest, and related professional fees You may incur.

Prior Year Items

If, during Our work, We discover information that affects prior-year tax returns, We will make You aware of the facts. However, We cannot be responsible for identifying all items that may affect prior-year returns. If You become aware of such information during the year, please contact Us to discuss the best resolution of the issue. We will be happy to prepare appropriate amended returns pursuant to a separate agreement.

Client Tax Responsibility

Unless the data is already made available through separate services in accordance with a prior services engagement, You will provide us with a trial balance and other supporting data necessary to prepare Your tax returns. You must provide Us with accurate and complete information. We rely upon the accuracy and completeness of both the information You provide in the trial balance and other supporting data You provide in rendering professional services to You. Income from all sources, including those outside of the U.S., is required.
You are responsible for the safeguarding of assets, the proper recording of transactions in the books of accounts, the substantial accuracy of the financial records, and the full and accurate disclosure of all relevant facts affecting the return(s) to Us. You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of Your tax returns. You should retain all documents that provide evidence and support for reported income, credits, deductions, and other information on Your returns, as required under applicable tax laws and regulations. You represent that You have such documentation and can produce it if necessary, to respond to any audit or inquiry by tax authorities. You agree to hold Our firm harmless from any liability including but not limited to, additional tax, penalties, interest and professional fees resulting from the disallowance of tax deductions due to inadequate documentation.
We may provide You with a questionnaire or other document requesting specific information. Completing those forms will assist us in making sure You are well served for a reasonable fee. You represent that the information You are supplying to us is accurate and complete to the best of Your knowledge and that You have disclosed to Us all relevant facts affecting the returns. We will not verify the information You give Us; however, We may ask for additional clarification of some information.

You are responsible for determining Your tax filing obligations with any state or local tax authorities, including, but not limited to, income, franchise, sales, use, property, or unclaimed property taxes. You agree that We have no responsibility to research these obligations or to inform You of them. If upon review of the information You have provided to Us, including information that comes to Our attention, We believe that You may have additional filing obligations, We will notify You of this responsibility in writing and ask You to contact us. If You ask Us to prepare these returns, We will confirm this representation in writing.

Foreign investments reporting and filing obligations

Please note that any person or entity subject to the jurisdiction of the United States (including individuals, corporations, partnerships, trusts, and estates) having a financial interest in, or signature or other authority over, bank accounts, securities, or other financial accounts having a value exceeding $10,000 in a foreign country, shall report such a relationship. Although there are some limited exceptions, filing requirements also apply to taxpayers that have direct or indirect control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign account(s). For example, a corporate-owned foreign account would require filings by the corporation and by the individual corporate officers with signature authority. Failure to disclose the required information of the U.S. Department of the Treasury may result in substantial civil and/or criminal penalties.

In addition, the IRS requires information reporting if You are an officer, director or shareholder with respect to certain foreign corporations; are a U.S. transferor of property to a foreign corporation; and, for taxable years beginning after March 18, 2020, if You hold foreign financial assets with an aggregate value exceeding $50,000. Failure to timely file may result in substantial monetary penalties. By entering into this Agreement, You accept responsibility for informing Us if You believe that You fall into one of the above categories and You agree to provide Us with the information necessary to prepare the appropriate form(s). We assume no liability for penalties associated with the failure to file or untimely filing of any of these forms.

You are responsible for complying with the tax filing requirements of any other country. You acknowledge and agree that We have no responsibility to raise these issues with You and that foreign filing obligations are not within the scope of this engagement.

Virtual currency

The IRS considers virtual currency (e.g., Bitcoin) as property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, virtual currency are subject to the same general tax principles that apply to other property transactions.

If You had virtual currency activity during the tax year, You may be subject to tax consequences associated with such transactions and may have additional reporting obligations. You agree to provide Us with complete and accurate information regarding any transactions in, or transactions that have used, virtual currency during the applicable tax year.

You should also know that IRS audit procedures will almost always include questions on bartering transactions and on deductions that require strict documentation such as travel and entertainment expenses and expenses for business usage of autos and computers. In preparing Your returns, We rely on Your representations that We have been informed of all bartering transactions and that You understand and have complied with the documentation requirements for Your expenses and deductions. If You have questions about these issues, please contact Us.

Estimated tax payments

You may be required to make quarterly estimated tax payments. We will calculate these payments based upon the information You provide to prepare Your tax returns (the “safe harbor” rule) and have no obligation to update recommended payments after the engagement is completed.

Tax Planning and Projections

During the course of preparing the tax returns identified above, We may bring to Your attention potential tax savings strategies for You to consider as a possible means of reducing Your taxes in subsequent tax years. However, We have no responsibility to do so, and will take no action with respect to such recommendations, as the responsibility for implementation remains with You, the taxpayer.
Any tax projections prepared for You are based upon estimates and upon the limited knowledge We have at that time. Due to the ever-changing nature of taxation, We remind You that these are only estimates and as a result You agree to hold Us harmless if the actual tax is different than the estimated amounts.

Tax Deliverables

Our advice is based upon tax reference materials, facts, assumptions, and representations that are subject to change. Tax reference materials include but are not limited to the Internal Revenue Code (“IRC”), regulations, Private Letter Rulings, and court decisions. We will not update Our advice after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations. To the extent We provide written advice concerning federal tax matters, We will follow the guidance contained in U.S. Treasury Department Circular 230, §10.37, Requirements for Written Advice.

If for any reason We are unable to complete the engagement, We will not issue the deliverable(s).

Extensions of Time to File Tax Returns

The original filing due dates for Your tax returns are as set by the IRS and state taxing authorities on an annual basis. For Your returns to be timely filed, the information needed to complete the tax returns must be received no later than 45 days prior to the original filing due dates so that the returns may be completed by those dates and not extended.

It may become necessary to apply for an extension of the filing deadline if there are unresolved issues or delays in processing, or if We do not receive all of the necessary information from You on a timely basis.

Applying for an extension of time to file may extend the time available for a government agency to undertake an audit of Your return or may extend the statute of limitations to file a legal action. All taxes owed are due by the original filing due date. Additionally, extensions may affect Your liability for penalties and interest or compliance with governmental or other deadlines.

Tax Correspondence, Penalties, and Audits

The Internal Revenue Code and regulations impose preparation and disclosure standards with noncompliance penalties on both the preparer of a tax return and on the taxpayer. To avoid exposure to these penalties, it may be necessary in some cases to make certain disclosures to You and/or within the tax return itself concerning positions taken on the return that do not meet these standards. Accordingly, We will advise You if We identify such a situation and We will discuss those tax positions that may increase the risk of exposure to penalties and any recommended disclosures with You before completing the preparation of the return. If We conclude that We are obligated to disclose a position and You refuse to permit the disclosure, We reserve the right to withdraw from the engagement. Likewise, where We disagree about the obligation to disclose a position, You also have a right to choose another professional to prepare Your return. In either event, You agree to compensate Us for our services to the date of withdrawal. Our engagement with You will terminate upon Our withdrawal.

The IRS permits You to authorize Us to discuss, on a limited basis, aspects of Your return for one year after the return’s due date. Your consent to such a discussion is evidenced by checking a box on the return. Unless You notify Us in writing otherwise, We will check that box authorizing the IRS to discuss Your return with Us.

Certain communications involving tax advice are privileged and not subject to disclosure to the IRS. By disclosing the contents of those communications to anyone, or by turning over information about those communications to the government, You, Your employees, or agents may be waiving this privilege. To protect this right to privileged communication, please consult with Us or Your attorney prior to disclosing any information about our tax advice.  Should You decide that it is appropriate for Us to disclose any potentially privileged communication, You agree to provide Us with written, advance authority to make that disclosure.

The return(s) may be selected for review by the taxing authorities. In the event of an audit, You may be requested to produce documents, records, or other evidence to substantiate the items of income and deduction shown on a tax return. Any proposed adjustments by the examining agent are subject to certain rights of appeal. In the event of a tax examination, We will be available, upon request, to represent You. However, such additional services are not included in the fees for the preparation of the tax return(s).
Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file or late filing of returns, and underpayment of taxes. You, as the taxpayer, remain responsible for the payment of all tax, penalties, and interest charges imposed by tax authorities.

We rely on the accuracy and completeness of the information You provide to Us in connection with the preparation of Your tax returns. Failure to disclose or inadequate disclosure of income or tax positions may result in the imposition of penalties and interest charges.

Government inquiries

This engagement does not include responding 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. If You ask us to represent You, and We agree to represent You, We will confirm this engagement in a separate agreement.

Ultimate responsibility

You have final responsibility for the accuracy of Your tax returns. We will provide You with a copy of Your electronic tax returns and accompanying schedules and statements for review prior to filing with the IRS, state and local tax authorities, as applicable. You agree to review and examine them carefully for accuracy and completeness. You will be required to verify and sign a completed Form 8879, IRS e-file Signature Authorization, and any similar state and local equivalent authorization form before Your returns can be filed electronically.

In the event that Your tax returns cannot be filed electronically additional procedures will apply. You will be responsible for reviewing the paper returns for accuracy, signing them, and filing them timely with the tax authorities. Additional fees may apply under certain circumstances.

Disclaimer of Legal and Investment Advice

Our services under this Agreement do not constitute legal or investment advice. We recommend that You retain legal counsel and investment advisors to provide such advice.

Disclaimer of Warranty

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ASCEND MAKES NO REPRESENTATIONS, WARRANTIES, OR CLAIMS, EXPRESS, IMPLIED, OR STATUTORY, CONCERNING THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Client acknowledges and agrees that (i) the deliverables provided hereunder are accurate only to the extent of the accuracy of the data Client provides to Ascend (the "Data") and (ii) Ascend has no obligation to verify or investigate the accuracy of the Data and (iii) Client has the sole responsibility interpreting and utilizing the deliverables.

Limitation of Liability and Damages

ASCEND SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE HEREOF (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), WITHOUT RESPECT TO NOTICE OF THE POSSIBILITY THEREOF. ASCEND'S AGGREGATE LIABILITY TO THE CLIENTS FOR ANY LOSSES, CLAIMS, BREACHES, OR DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY THE CLIENTS UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS BEFORE SUCH LOSS.

Indemnification

Client agrees to indemnify, defend and hold Ascend, its officers, directors, employees, and agents harmless from and against any claims, proceedings, liabilities, damages, costs, and expenses (including but not limited to attorneys' fees and expenses) arising out of or related to this Agreement, Ascend's performance of the Services under this Agreement and Client's negligence, intentional misconduct or omissions related to this Agreement. Neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.

Governing Law and Venue

This Agreement is governed by the laws of the Ohio without regard to conflicts of law’s provisions for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any controversy, dispute or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this agreement, including any claim based on contract, tort, or statute, shall be resolved, at the request of any party to this agreement, by final and binding arbitration conducted at a location determined by the arbitrator in Bellefontaine, Ohio, administered by and in accordance with the then existing rules and procedures of the American Arbitration Association, and judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect.

Statute of Limitations

You agree that any claim arising out of this Agreement shall be commenced within 1 year(s) of the delivery of the work product to You, regardless of any longer period of time for commencing such claim as may be set by law. A claim is understood to be a demand for money or services, the service of a suit, or the institution of arbitration proceedings against Ascend.

Assignment

Neither party may assign or transfer this agreement without the prior written consent of the other party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets of a party.

Modification of Terms and Conditions

We reserve the right to modify, replace or cancel any provision in this agreement at any time. It is Your responsibility to check the terms and conditions periodically for changes. Your continued use of our services following any changes to the Terms and Conditions constitutes acceptance of those changes to this Agreement.

Acceptance of Terms and Conditions

By entering into this Agreement or paying for the service to be provided, You agree to be bound by this Agreement and all other policies, procedures, and rules that We may publish, as well as any additional terms and conditions which We and You may agree to in writing on a service order form. We reserve the right to refuse to offer Services to any entity.