Terms and Conditions

Gilmer Ferretti, LLC Terms and Conditions

Effective Date: 11/01/2024

This document outlines the Terms and Conditions (“Terms”) governing the provision of professional services by Gilmer Ferretti, LLC (“we,” “us,” or “our”). By engaging our services, you (“you” or “your”) agree to be bound by these Terms, which, together with the engagement letter and any attached addenda, form the entirety of our agreement (“Agreement”).

1. Billing and Payment Terms

• Billing Structure:
  Your specific billing structure is outlined in the engagement letter. Fees are based on the scope complexity, and time required to complete the services.
• Invoices and Payment Deadlines:
  Payment is due within fifteen (15) days of the invoice date. You have thirty (30) days from the invoice date to dispute any charges in writing. After this period, you waive the right to dispute the invoice.
• Non-Payment:
  We reserve the right to suspend or terminate services for non-payment. Deliverables will not be released until all outstanding invoices are paid. In the event of termination or suspension, we are not liable for any damages, penalties, or interest incurred due to delayed filings or incomplete deliverables.
• Late Payments:
  Payments overdue by more than thirty (30) days are subject to a late fee of 1.5% per month (18% annually) or the maximum allowable rate under Nevada law, whichever is lower.

2. Data Security and Electronic Communications

• Secure Methods:
  We use industry-standard encryption, firewalls, and access controls to secure your data transmitted electronically or stored in cloud-based systems.
• Client Consent and Acknowledgment:
  By engaging our services, you consent to the electronic transmission and storage of your data. While we employ reasonable security measures, you acknowledge that no system is completely secure, and we are not responsible for unauthorized access or breaches that occur outside our control.
• Non-Secure Communication:
  If you request that we communicate via non-secure methods (e.g., unencrypted email), you accept full responsibility for any associated risks, including unauthorized access or data interception.

3. Client Portals and Third-Party Providers

• Portal Use:
  We utilize secure client portals (e.g., Intuit Link) for data transfer. Portals are for temporary data storage only, and we delete data from these systems after one year. 
• Responsibility for Portal Use:
  You are solely responsible for maintaining independent backups of your data. We are not liable for loss or deletion of data stored temporarily on the portal.
• Third-Party Providers:
  We may engage third-party providers to assist in service delivery. These providers must adhere to confidentiality and data security standards. By accepting these Terms, you consent to such disclosures as necessary for service completion.

4. Independent Contractor Relationship

Our services are performed as an independent contractor. We do not act as your fiduciary or agent, and no partnership, joint venture, or employer-employee relationship is established under this Agreement.

5. Record Retention and Ownership

• Client Records:
  All original records and documents provided by you remain your property and will be returned upon request or at the engagement’s conclusion. It is your responsibility to retain copies of all documents for your own records.
• Firm Workpapers:
  Workpapers and documents created during the engagement are the property of Gilmer Ferretti, LLC. These are retained for seven (7) years unless otherwise required by applicable regulations.
• Data Destruction:
  Workpapers may be destroyed after the retention period. We are not liable for damages arising from the loss of records due to catastrophic events or physical deterioration.

6. Liability Limitation

• Cap on Liability:
  Our liability for any claims arising from this engagement is limited to two times the total fees paid for services rendered under this Agreement.
• Exclusion of Consequential Damages:
  We are not liable for any indirect, incidental, or consequential damages, including lost profits, regardless of whether we have been advised of the possibility of such damages.
• Gross Negligence and Willful Misconduct:
  These liability limitations do not apply in cases of gross negligence, willful misconduct, or violations of Nevada law.

7. Confidentiality

• Client Information:
  All information provided by you will be maintained in strict confidence and used solely for the purposes outlined in the engagement letter. Exceptions may include disclosures required by law, court order, or regulatory authorities.
• Privilege Limitations:
  Communications with federally authorized tax practitioners may be privileged under IRC §7525. However, this privilege does not apply to criminal proceedings, state matters, or non-tax-related advice.

8. Indemnification

• Non-Attest Engagements:
  You agree to indemnify and hold harmless Gilmer Ferretti, LLC, and its partners, employees, and agents against all claims, liabilities, and expenses arising from your actions, omissions, or misrepresentations, except in cases of our gross negligence or willful misconduct.
• Third-Party Claims:
  You agree to indemnify us for claims made by third parties arising from reliance on deliverables provided under this engagement.

9. Dispute Resolution

• Mediation and Arbitration:
  Disputes will first be resolved through mediation administered by the American Arbitration Association (AAA) under its Accounting and Related Services Arbitration Rules. If mediation fails, disputes will be resolved through binding arbitration in Nevada. Each party bears its own legal costs unless otherwise awarded.
• Jurisdiction and Governing Law:
  This Agreement is governed by the laws of Nevada, and any legal proceedings must be filed in Nevada courts.

10. Force Majeure

Neither party is liable for delays or non-performance caused by circumstances beyond their reasonable control, including natural disasters, pandemics, government actions, or labor disputes. However, the client remains responsible for timely payment of fees.

11. Severability

If any provision of this Agreement is deemed unenforceable, the remaining terms will remain in effect.

12. Entire Agreement

These Terms, along with the engagement letter and any attached addenda, constitute the entire Agreement between you and Gilmer Ferretti, LLC. Modifications must be made in writing and signed by both parties.

13. Acknowledgment and Acceptance

By signing the engagement letter, you acknowledge that you have read, understood, and agreed to these Terms and Conditions. This Agreement will apply to future engagements unless explicitly revised.