Engagement Letter Terms and Conditions

Welcome to SAPIR EA. This Terms and Conditions Addendum outlines the policies, procedures, and legal framework that accompany our engagement letter. Together, these documents establish a clear and transparent agreement between you ("Client") and SAPIR EA ("we," "us," or "our").

💼 Scope of Agreement

This Addendum is incorporated into your engagement letter and applies to all services rendered. In the event of a conflict between the engagement letter and this Addendum, the engagement letter shall take precedence.

Ⓜ️ Billing and Payment

A retainer may be required before services commence, depending on the service type.
Most invoices are issued before delivery or at project milestones.
All invoices are electronic and due upon receipt.
Late payments (30+ days) will accrue interest at 10% per month.
Non-payment may result in suspension or Termination of services, with no liability for resulting penalties or damages.

📡 Secure Digital Communication

We may transmit and store your data via cloud-based, encrypted software. While we maintain high security standards, no system is immune to breach. You consent to the use of third-party platforms for storing and handling your confidential data.

🚪 Client Portal Usage

We use Tax Dome to share files and collaborate virtually. By using the portal, you agree to the platform's terms and acknowledge your responsibility to back up your data. If you transmit confidential data outside the portal, you assume associated risks.

📉 Use of Third-Party Providers

We may utilize vetted subcontractors or service providers to deliver high-quality, timely work. You authorize the sharing of your data with these providers as needed. Our firm maintains responsibility for quality control.

👨‍💼 Independent Contractor Relationship

Our relationship is contractual; we do not serve as employees, partners, or fiduciaries.

📄 Records & Retention

You will receive all original records after the engagement.
Our internal workpapers remain our property and are retained for 7 years.
Catastrophic loss may result in early destruction.

📁 Third-Party or Government Access

If regulators or legal authorities request access to your files:

We will notify you when legally permitted.
You may challenge the request legally at your own expense.
If no challenge is made, we will comply and bill you for our time and legal fees.

📊 Subpoenas or Legal Summons

We will inform you of legal requests unless prohibited.
If no objection is raised, we will comply.
You agree to reimburse us for time and expenses incurred.

📲 Informational Communications

General emails or newsletters do not constitute professional advice or extend our client relationship.

⛔ Legal & Investment Advice

Our services do not include legal or investment advice unless clearly stated in the engagement letter.

🔗 Referrals

Referrals to other professionals are provided for convenience. You are responsible for vetting and managing those relationships.

📈 Brokerage & Investment Statements

We use these documents only for agreed-upon purposes. We do not monitor activity, verify data, or offer investment guidance.

🌐 Supplemental Income & Payroll Compliance

You are solely responsible for reporting all income and expenses and adhering to payroll and worker classification laws.

🐒 Accountant-Client Privilege

Taxpayer communications may have limited confidentiality under IRC §7525, which excludes state matters and civil/criminal proceedings. You must assert this privilege proactively.

📢 Oral & Email Limitations

Oral or email guidance is based on limited analysis and should not be relied on as formal advice. We recommend requesting written deliverables for significant decisions.

📅 Management Responsibilities

You are responsible for all management decisions, oversight, and internal controls. SAPIREA provides recommendations but does not assume management functions.

🔀 Conflicts of Interest

If a conflict compromises our ability to serve you ethically, we may withdraw from the engagement without liability for missed deadlines or damages.

⚖️ Dispute Resolution

Disputes will be mediated through the American Arbitration Association (AAA) in Pennsylvania before any other legal action.
Each party bears its legal costs; mediation costs are shared equally.

🏢 Private Company Engagements

Liability Cap: Limited to fees paid under the agreement.
Indemnification: You agree to indemnify Sapir EA for third-party claims, except in cases of gross negligence or willful misconduct.

🗺 Jurisdiction

Disputes are governed by Pennsylvania law and must be resolved in Bucks County.

📈 Insurance

We maintain professional liability insurance during and for one year after the engagement. Certificates are available upon request via postal mail.

🔒 Proprietary Materials

All templates, forms, and resources we create or share are proprietary and may only be used within your business. You may not share, reproduce, or store them outside your organization.

⏲️ Statute of Limitations

You must file any claim related to this agreement within 1 year of delivery of services.

❌ Termination

We may terminate the engagement at any time for cause or professional conflict. You agree to pay for services rendered through the date of Termination.

✍️ Assignment & Severability

This agreement is binding upon successors and assigns. If a section is deemed invalid, the remaining terms shall still apply.

✉️ Entire Agreement

This document and the engagement letter represent the entire agreement between SAPIREA and the client. Modifications must be made in writing and signed by both parties.