This draft is dated July 2020 and published for discussion purposes only. The engagement agreement has evolved since the date of publication.
Thank you for choosing me to help you with your accounting and finances. This engagement agreement is one part of a two-part agreement meant to clarify the details of our work. This first part is meant to remain in place until we end our work together or agree to change it. This might be called a “boilerplate” agreement because it contains generic business terms that are the same for many situations. The agreement is long but is written in plain language for easy understanding. It is meant to be a “common sense” and logical approach to our work together. Specific details related to our planned work together will follow separately in another message marked “Part 2”.
I am asking you to do two things: 1) Read both parts of the agreement when they arrive separately, 2) Reply with “AGREED/SIGNED” to each part to begin our work together, indicating that you understand and agree to these details. Please ask me to discuss, clarify or change any of the details that you do not understand and agree to as part of our work plan.
We recognize that our plan may change or that a mix of services may be provided over time that is different than what we see today. That’s the main reason for the second part of the agreement that is meant to be flexible and to change over time.
Goal of communications
B) Work Process
Type of services available
Work to be completed
Limitations of work
Privacy and security
Password protected documents
Online document handling
Paper document handling
Timing of work
C) Fees and Payment
Basis of fee
Advance retainer fee payment
Recurring monthly fees
Single matters fee
Small single matters fee
Bench marking fees
Tax preparation fees
Waiver of fee agreement
Fees after the end of this engagement
Finance and collection charges
Third party payments and discounts
Discount or refund for referrals
D) After End of Engagement
End of engagement
Early cancellation / end of engagement
Post filing tax questions
Re-opening and amending a tax return
In the event of audit
E) Miscellaneous Provisions
Pro bono services agreement
Acceptable public behavior policy
Electronic signature format
“I” and “me” used throughout this agreement refers to Tony Novak, my supervised staff, service providers and contractors. “You” refers to you and your spouse, if applicable, and any dependent on the tax return or other person who provides tax information. “Writing” includes text messages and email communications.
GOAL OF COMMUNICATIONS: Our goal is to minimize the time, stress and cost of this experience while providing the specific information and service that you need on a timely basis. Clear communication, including this engagement agreement, plays an important part in this process. I truly value the trusting relationship implied and will do everything I can to prove that you were wise in making this choice.
ONGOING COMMUNICATIONS: I will provide informal updates on a more or less weekly basis throughout the engagement. If you do not receive these communications, then it is your responsibility to ask about the status of the engagement. I will use your email address, your phone number for calls and text messages for these non-secure communications.
NON-SECURE COMMUNICATIONS: Non-secure communications about this service can be made through any of the following: Email: email@example.com, Cell/text: 856-237-9199, Office phone/text: 856-265-0306, Postal Mail: P.O. Box 333, Newport NJ 08345, Web: TonyNovak.com, Skype: novak.tony, or Facebook messenger account: Onlineadviser.
SECURE COMMUNICATIONS: Secure communications are safely and easily sent through a document portal. I will send you an email invitation to use this service. The secure document portal that you create is private, password protected and under your control. Alternately please use https://onlineadviser.securefilepro.com/ to use the guest portal without your own account. I use a secure voice and text message service; you can also use these by discussing this with me.
CLEAR COMMUNICATIONS: We agree that clarity of communication is a primary goal in this engagement and that if any part of this engagement agreement is unclear or in conflict then we will discuss this as soon as possible before continuing to rely on unclear, conflicted or possibly misunderstood communications.
B) WORK PROCESS
TYPE OF SERVICES AVAILABLE: This agreement encompasses one or more of the four areas of small business financial management:
1. TRANSACTIONAL SERVICES include bookkeeping, payroll, and bill payment
2. COMPLIANCE SERVICES include tax preparation, audits, reviews, and financial reporting
3. OUTSOURCED CFO SERVICES include obtaining financing, contracting, purchasing, performance-based service, data analytics, bench marking, business advisory, and lean processes
4. STRATEGIC FINANCIAL PLANNING SERVICES including clarifying the business and personal financial plan, financial forecasts, acquisitions, sales, mergers, retirement and succession planning
This engagement may not incorporate all of these services, but we may agree to discuss and then change or expand the services provided in the future.
WORK TO BE COMPLETED: The work to be completed is primarily listed in Part 2 of the engagement agreement.
In addition to the tasks on Part 2 of the engagement agreement, I will complete the following work as part of this engagement:
1. Read the documents that you provide.
2. Read your financial plan and key financial documents. It these documents are not available then I will help you replace or create them.
3. Electronically file the work product documents that were part of this agreement and provide you with evidence of acceptance of the electronic filing, unless paper filing, or other arrangements are agreed.
4. Provide you with an electronic copy of all relevant filings via secure private online document portal. A paper copy is available on request at a standard fee.
5. Communicate with you directly in person, by telephone and email during the engagement.
6. When necessary, occasionally communicate with you to reach agreement about modification of this work plan.
7. Retain and securely store copies of records used in the preparation of our work for at least as long as the period required by law and industry standards.
LIMITATIONS OF WORK: My work in connection with this engagement does not include any procedures or work not listed above. If you have obligations for other periods of time, in other countries, in other states or tax returns for local governments that are not listed above then we agree that I am not engaged to work on those filings or prepare those documents or filings. I will perform accounting services only as needed to prepare your tax returns. My work is not designed to discover defalcations or other irregularities, should any exist. If I suspect defalcations or other irregularities, my responsibility is to notify you, but I am not responsible for investigating or addressing these issues. I will use my judgment in resolving questions where the law is unclear, or where there may be conflicts in the work process or differences between the applicable authorities’ interpretations of the law and other supportable positions. Unless otherwise instructed by you, I will resolve such questions in your favor whenever possible.
YOUR RESPONSIBILITIES: You are responsible for providing required documents and other information that may be requested. We will depend on you to provide the information needed to prepare complete and accurate returns. I may ask you to clarify some items but will not audit or otherwise verify the data you submit. Review all documents carefully before signing them. I require a copy of your personal identification each year to meet the government’s new identity theft prevention requirements. Also, if you plan to pay or receive a funds by electronic transaction, then I need your bank account number and routing number.
PRIVACY AND SECURITY: I follow a privacy and security policy that meets or exceeds industry standards. The policy is available online at https://www.tonynovak.com/privacy-and-security/ and is not produced here. This policy also explains how I share and control private information when working with a team of service providers. In this case, each many have its own privacy and security policies. If you want an electronic or paper copy of the privacy and security policy, please let me know. You are not required to adhere to any specified privacy and security standard. You may take the lead in modifying the standard and I may follow your lead. For example, if you ask a question in a public area and I answer, then that changes the level of privacy. You may submit documents via text message, and I may respond to the same text message number with personal tax information.
Protecting your privacy and maintaining a high level of security are our highest priorities. This section describes the allowable uses of your name and story while still maintaining your rights.
Use of Client Stories Without Names – My marketing, publishing and educational programs are based on client stories presented in a way that the identity of the client cannot be determined. For example, I may say “Today I settled a client’s $222,000 tax debt for an agreed monthly payment of $305 to IRS”.
Use of Individual Client Names – I may use individual client names only as necessary to confirm a fact, acquaintance or familiarity. For example, to verify employment.
Use of Business Client Names – I use the names of business clients publicly in a manner that is collaborative and supportive of the client business. I may also reveal the nature of the service or engagement, as long as that does not imply any negative connotation. For example, I may say “I am honored to be the accountant for ABC Companies” but not “I gave bankruptcy advice to XYZ Company”.
PASSWORD PROTECTED DOCUMENTS: Documents that I send may be protected by a password. If applicable, the password will be sent separately. Normally I do not password protect documents stored within a secure environment unless you request me to do so.
ONLINE DOCUMENT HANDLING: I will provide a private secure online portal as the safest and most reliable way to deliver electronic documents. The preferred and most common electronic document format is PDF. Other communication methods are accepted (including fax, mail, email, text, etc.) however, you assume the additional security risk if you elect to use those less secure methods.
DOCUMENT RETENTION: I will retain and securely store electronic copies of your records that I use for my work and our own work papers used for your engagement for seven years. Copies of these or paper printouts of these documents are available at an additional fee. There is no extra charge for an electronic copy of a single document, for example, a copy of last year’s W2 or tax return. I do not keep paper copies of any documents. I do not keep electronic copies of any documents that you may provide that are not used in my work.
PAPER DOCUMENT HANDLING: If we accept any original paper records from you, they will be returned to you as soon as possible. I will not return envelopes, blank pages, mailing stuffers or advertisements unless you ask for them. You should store your original paper records, along with all supporting documents, canceled checks, etc., as these items may later be needed to prove accuracy and completeness of a tax return. I recommend that you scan and save electronic copies of all original paper documents as part of an ongoing functional accounting system, and I offer help with setup of this service or “catch up” on this on request. I recommend that you install and use document scanning and storage systems that are available for smartphones. Otherwise, I do not keep copies of original paper documents. If you require paper copies of documents then you authorize my use of a third-party document printer, like a print shop, and accept the security risks that may be associated with paper documents. There is a charge for handing, copying, scanning, and mailing paper copies of documents. If you have not selected to e-file your returns with our office, you will be solely responsible to mail the tax returns with the appropriate taxing authorities unless we make other written recommendations.
TIMING OF WORK: Timing of this engagement work is critical. Details on timing of work are included on Part 2 of this agreement. Unless otherwise stated as described in Part 2 of this engagement agreement, completion of this work is expected on or before the due date. The work under this engagement starts when the agreement is signed and delivered and payment of the online invoice is received. The timing of completion of work is largely dependent on the date of delivery of requested information. I will communicate in writing of the expected completion of work date, review date and the filing date. I will also communicate any change in the expected dates in writing within 48 hours of any such change. In the event that work is not complete when a filing deadline approaches and other specific communications have not been made with regard to timing and the filing deadline, I have the right but not an obligation to file for a an extension of the filing deadline.
C) FEES AND PAYMENT
BASIS OF FEE: The fee is communicated separately in an electronic quotation or invoice from me that becomes part of Part 2 of this agreement by reference. In the event that the timing of the work plan is changed, the fee may be raised by agreement to include a surcharge during rush periods that typically occur before tax filing deadlines.
ADVANCE RETAINER FEE PAYMENT: In all cases, an advance fee payment is required as a retainer. Typically, this is $1,000 but may vary depending on our unique circumstances.
WE USE TWO TYPES OF FEE AGREEMENTS:
1. AUTOMATICALLY RECURRING MONTHLY FEE: A stable recurring monthly fee option, effected as an automated banking transaction, is designed to result in the lowest overall fee. This option is available at your request after completion of our first engagement. This is the most common and most popular with small business clients and long-term financial planning clients.
2. SINGLE MATTERS FEE: A “single matter” is defined as single occurrence work project. This is suitable for project defined by a beginning and ending date. An audit or tax audit representation, for example, falls under this category. The amount of the fee is stated in a separate written agreement and on the invoice.
A “SMALL SINGLE MATTERS FEE” is used if the fee for a small single matter is not communicated in a separate quotation or invoice or agreement between us because it is expected to be a small task completed in less than a day, then the fee is $25 for a six minute increment of time required by me ($250 if a full hour) and $7.50 to $15 for a 10 minute increment of time by a bookkeeper or another person under my supervision ($45 to $90 if a full hour). If a small matter fee is used for services in addition to a quoted fee, then the small matter fee will not exceed 25% of the quoted fee except by agreement. The minimum fee for a “stand alone” small matter not combined with other services will be the amount for an hour of time.
BENCH MARKING FEES: From time to time, I benchmark my fees against other similar providers for the purpose of being knowledgeable and competent in discussing relevant competitive services. My intent, but not my requirement, is to be priced competitively compared to other similar providers. This bench marked competitive pricing information is not part of our engagement agreement but is available for discussion on request. This information can be useful to your budgeting and long-term financial planning.
TAX PREPARATION FEES: The fee for tax preparation and filing services is matched to prevailing industry prices. A sample fee schedule is published online at https://tonynovak.com/, updated periodically, and also available on request. An estimate of your tax preparation fee may be obtained by adding together the amounts on the fee schedule that apply to your tax return. The base fee is typically customized to incorporate the specific details and timing of our work plan.
WAIVER OF FEE AGREEMENT: This section applies only when this engagement agreement specifies that the fee is waived. In this case the “Fees and Payment” section is modified but all other provisions of the engagement agreement remain in place. “Waiver of Fee” means that the fee for service will be waived ($0), except for the following fees: Filing fees, typically $23; Document delivery fees, typically $10; “Other fees” as described in the engagement agreement still apply. This fee waiver has limited scope and duration as specified in the engagement agreement. In other words, it is not an offer to provide all services without charge forever.
ADDITIONAL FEES: Unless we have reached another fee arrangement in writing, an additional fee of $15 applies if payment is made in cash, manual check, or if payment is not made prior to the end of the engagement. Additional fees apply to paper handling as described below. If a fee remains unpaid 15 days after the end of engagement an additional fee applies, and the account is then managed by a separate account receivables contractor. There will be an additional fee of $30 per ten minutes spent if total number or time spent in communications of all types (in-person, email, telephone, and text messages) between us on the work on this engagement is significantly more than normal for this type of work. A tax filing extension filing fee of $15 applies if we are unable to meet the tax filing deadline due to late arriving information.
FEES AFTER THE END OF THIS ENGAGEMENT: Fees may include charges for termination, post-engagement review and documentation, record retention and, if required, peer review. The advance retainer fee payment may be used as an offset to these final fees.
FINANCE AND COLLECTION CHARGES: A finance charge of one- and one-half percent (1½) per month, which is an annual percentage rate of eighteen (18) percent, is charged on past due balances. In addition to the above, if outside services, agents or legal counsel are assigned to collect any past due balance(s), the customer agrees to pay our collection fees which are 50% of the outstanding balance plus any other expenses incurred as a result of the collection process including court costs, cost of service etc.
COST-SAVING MEASURES: The lowest fee quoted in the Fee Schedule or Original Invoice presumes the use of cost-saving measures including the use of a tax organizer document or online accounting software, online document storage and transfer, avoidance of paper documents, electronic invoice and payment, without additional accounting services or out-of-pocket expenses. You are not required to use these cost-saving tools, however, but I want you to know how these technologies affect the price of tax services. If cost-saving measures are not used, my fee will reflect the higher costs.
For example, the original invoiced amount assumes payment through online electronic funds transfer (an electronic check or bank debit transaction). If you want to use a credit card payment instead of a debit card, then an additional fee not to exceed 4% will be added to a revised invoice that accepts credit card payments.
THIRD PARTY PAYMENTS AND DISCOUNTS: I try to negotiate discounts on products and services that I purchase and offer to sell to you and, whenever possible, I try to receive a commission or referral fee for products and services that I recommend to you. Any discount or payment that I receive is considered in the overall price of future services that I offer to you as an additional cost saving measure. I will tell you the specific details of the discount I receive or fee that I am paid by a third party, however, I often do not know this in advance of a transaction, so this is disclosed and incorporated into the next practical engagement agreement.
PAYMENT: Payment is due when I send the invoice; typically this is at the beginning of the engagement and before filing of any returns. The invoice is usually sent by email that can be quickly and securely paid online by following the instructions on the invoice. Payment may be made through the secure 3rd party payment processing system linked to the invoice. Most clients use the “click and pay” feature from the electronic invoice. You may elect to initiate payment through another payment processor of your choice like PayPal or Venmo. Payment may be made from any bank account (using your bank routing number and account number), bank card or credit card for the payment.
DISCOUNT OR REFUND FOR REFERRALS: I pay for referrals though discounted, waived or refunded fees. The tax preparer’s fee under this agreement will be fully discounted (or refunded if already paid) to you upon completion of four comparable new client referrals to us. Other fees that are not for tax preparation services are not included. A referral form is included with the delivery of tax return documents.
D) AFTER END OF ENGAGEMENT
END OF ENGAGEMENT: Our engagement ends with the completion of tasks listed on Part 2 of this engagement agreement. Typically, this included delivery of the completed documents to you for paper filings or our confirmation of electronic filing of your tax return for e-filed tax returns. This is important because post-filing questions are not included under this Part 2 agreement.
EARLY CANCELLATION / END OF ENGAGEMENT: In the event that either of us encounters unexpected difficulties in completing the tasks anticipated under this agreement, we may opt to end this engagement before the time described above in the “End of Engagement” section by giving written notice. There may or may not be a reason stated for the early termination and we may recognize that a termination without stated reason is in our collective best interests to avoid further conflict. In some cases, I may be obligated to disengage before the otherwise planned end of the engagement. In the event of early termination, the fee for the engagement will be reduced to half of the amount described in the “Fee” section above. All work will stop at the point of notice and provisions included in the “Work to be Completed” section above will no longer apply. Both of us acknowledge that these simple provisions in this “Early Cancellation / End of Engagement” section are intended to be used as a previously agreed compromise agreement to resolve a potentially stressful situation in the event of unforeseen circumstances.
POST-ENGAGEMENT WORK: After the end of this engagement, I expect to open a conversation on other issues to be handled in other additional agreements as long as payment and other conditions of the earlier engagement agreement were met. In general, continued service is based on our success in reaching a new agreement on multiple or additional services.
POST FILING TAX QUESTIONS: Sometimes questions arise after the end of this engagement because of a communication from a tax authority or some other reason. In this case, I may be available upon request to provide additional service. Letters from IRS, state and local tax authorities are common and do not always require the re-engagement of a tax professional. I may require a new engagement agreement and fee to address some types of questions.
LOCAL TAXES: Unless otherwise agreed, an engagement agreement for tax return preparation includes the calculation and preparation of a local tax return, if applicable, but does not include the filing of a local tax return. In most cases it is easier and more efficient for you to do this yourself. Most clients prefer this method. I am available to offer additional representation services on local tax issues, however, work on a local tax issue after the completion and delivery of the tax return as described here is considered to be work after the end of the engagement.
RE-OPENING AND AMENDING THE TAX RETURN: In some cases, it becomes necessary or advisable to respond to a notice or to amend the tax return. In this case, I may be available upon request to provide additional service. The terms of this service and the cost of this service are not covered in this engagement agreement. Please be aware that the cost of amending a tax return can be substantial; sometimes exceeding the cost of the original tax return preparation.
IN THE EVENT OF AUDIT: Your returns may be selected for review by the taxing authorities. Any proposed adjustments by the examining agent are subject to certain rights of appeal. The procedures and fees for representing you in an audit are not included in this agreement and no assurance is provided in this agreement that I will be available for representation in an audit.
PENALTIES: The law imposes penalties when taxpayers underestimate their tax liability. Please call me if you have concerns about such penalties. Should we encounter instances of unclear fact or tax law, or of potential conflicts in the interpretation of the law, we will outline the reasonable courses of action and the risks and consequences of each. We will ultimately adopt the alternative you select. I do not assume the cost or risk of tax penalties that may be imposed.
E) MISCELLANEOUS PROVISIONS
OTHER ADVICE: During the work of this engagement, I am likely to find other financial matters and accounting topics that we should discuss. In some cases, I have a legal or professional requirement to bring these to your attention and so I will do that as required. The outcome of these possible additional discussions and any resulting work stemming from those discussions is not covered in this engagement agreement.
PRO BONO SERVICES AGREEMENT: This section only applies if the Part 2 engagement agreement offers to provide pro bono services. In this case we agree that this Pro Bono Service Agreement does not alter any provision of the Engagement Agreement except that the “Invoice” refers to the “Waiver of Fee Agreement” where I agree to provide the specified services under the terms and conditions specified and will not charge a fee. In this case, you agree to abide by all of the terms of the Engagement Agreement and, additionally, agree to:
1) Provide written reviews of our business on these sites on or before the end of the engagement on appropriate web pages for ProAdvisor, Google, and/or Facebook.
2) Discuss our services as appropriate with your associates, friends and family, including on social media.
3) If requested, you agree to be named as a reference for another potential client for a period of one year following the end of the engagement.
LEGAL ADVICE: Advice regarding business strategies may involve an application of general principles of business law but my services do not extend to the actual practice of law. I am not a lawyer. I am not offering legal advice. You should consult with your own lawyer for legal advice. I can generally provide the following services as part of an engagement that are not considered the practice of law:
1) Reading your legal documents.
2) Sharing sample legal documents and discussing how these samples might be useful.
3) Sharing redacted examples of other business’ legal documents and discussing their use.
4) Selling legal forms.
5) Filling in the blanks on a legal form.
6) Apply a general knowledge about the law to a problem arising in my field.
7) Employee benefits practice.
8) Preparation of business formation documents.
9) Tax returns.
10) Preparation of documents where I expect to be a principal in the transaction.
11) Work under the direction of your attorney or as part of a project work group that includes your attorney.
ACCEPTABLE PUBLIC AND ONLINE BEHAVIOR POLICY: We care about the public actions of our clients and believe that clients’ behavior reflects on the reputation of our firm. An Acceptable Public and Online Behavior Policy is published at https://tonynovak.com/acceptable-behavior-policy/ and incorporated into this agreement. The policy is designed to respect personal rights and freedoms while being clear about potentially controversial issues those that may infringe on others’ rights and freedoms.
SPECIAL CIRCUMSTANCES: Unique circumstances affecting this engagement may be discovered after the signing of this agreement. These may be listed and confirmed separately in writing between us through a Part 2 agreement and are incorporated by reference into the overall agreement.
JURISDICTION: We agree that this engagement agreement is a business contract entered in New Jersey.
ELECTRONIC SIGNATURE: To affirm that this letter correctly summarizes your understanding of the arrangements for our work, please sign and return a copy of this letter. We agree that an email response from you acknowledging by typing “AGREED/SIGNED (/your name/)” or another form of electronic signature has the same impact as a manual signature. In all other signature requirements related to this engagement I may accept an electronic signature including a text message or email in place of a manual signature based on our agreement here on three preconditions: 1) the communication apparently meets the legal requirements for a digital signature, 2) you sign and retain the original manual signature page, and 3) if I request a manual signature at a later date to confirm the digital signature, you agree to provide it.