Terms and Conditions

406 Consulting Group will provide professional services in the areas of accounting and bookkeeping, tax, consulting, and payroll administration, as specifically and exclusively described in the accompanying proposal, schedule of services, or service package, which is incorporated herein by reference. We will perform only the services expressly listed in that proposal for the periods indicated. This agreement governs all services, whether recurring or on a one-time project basis.

Our services are not intended to, and do not, constitute an audit, review, compilation, or any other form of attestation or assurance engagement under the standards of the American Institute of Certified Public Accountants (AICPA) or any other professional standards-setting body, unless explicitly stated otherwise in a separate, formal attestation engagement letter signed by a licensed partner of the firm. Our work cannot be relied upon to disclose errors, fraud, or illegal acts that may exist. However, we will inform you of any material errors, fraud, or illegal acts that come to our attention during the course of our work, unless they are clearly inconsequential.

Client acknowledges and agrees that this agreement shall govern all services requested or accepted by the Client, its principals, agents, or employees. This includes services performed for the primary entity signing this agreement as well as any and all related entities, including but not limited to parent companies, subsidiaries, commonly owned entities, disregarded entities (such as single-member LLCs), affiliated companies, or any successor entities (“Covered Entities”).

Furthermore, Client agrees that any request for services that fall outside the original business scope, including but not limited to work on new business ventures, personal financial matters of the Client or its principals (such as personal bookkeeping, assistance with personal tax matters, or estate planning support), or any other matter not explicitly named in the original proposal, is automatically and irrevocably governed by all terms and conditions of this agreement. No separate engagement letter is required for this agreement to be fully effective for such work. Client may not avoid payment obligations or the enforcement of any provision of this agreement by asserting that services were performed for a separate, non-signing entity or for a personal matter.

The individual executing this engagement letter, whether by manual or electronic signature, personally represents and warrants that they possess the full legal authority to bind the signing entity to this agreement. Furthermore, they represent that they have the authority to bind any Covered Entity for which services are subsequently requested, authorized, or knowingly accepted.

Client and all Covered Entities shall be jointly and severally responsible for all fees, obligations, and liabilities arising from any and all services performed under this engagement. This means that 406 Consulting Group may demand full payment from any one or all of the Covered Entities, at its sole discretion, for any and all outstanding fees or liabilities, regardless of which entity the services were nominally performed for.

Client acknowledges that our ability to perform our services is entirely dependent on the Client's cooperation and provision of accurate and complete information. Client retains sole and absolute responsibility for the following:

• Accuracy and Completeness of Information: The accuracy, completeness, and reliability of all data, documents, records, and information provided to 406 Consulting Group, whether communicated verbally or in writing. We are entitled to rely fully and without question on this information and will not perform any audit, verification, or investigation into its accuracy.
• Timely Submission: Providing all required documentation, data, and information in a timely manner according to a mutually agreed-upon schedule. Client acknowledges that failure to do so may result in delays, missed deadlines, or the incurrence of penalties, for which we will not be held responsible.
• Source Document Retention: Maintaining original, unaltered source documents for all financial transactions, as required by law and for your own business purposes. Our working papers and files are not a substitute for your original records.
• Internal Controls: The design, implementation, and maintenance of a system of internal controls to, among other things, safeguard assets, authorize transactions, and prevent and detect fraud or material misstatement.
• Final Decisions: Making all final management decisions for the business. While we may provide advice, you are solely responsible for accepting and implementing any recommendations and for all decisions made.

For any tax preparation, planning, or advisory services, the following specific terms apply and are paramount:

• Client's Responsibility for Information: You are solely responsible for providing all information required for the preparation of complete and accurate tax returns and for all tax planning. This includes, but is not limited to, Forms W-2, 1099, K-1, brokerage statements, and detailed information supporting all items of income, deduction, and credit. You must retain all original documents, canceled checks, and other data that form the basis of these items. We will not audit, verify, or otherwise investigate the data you submit, and our services cannot be relied upon to identify unreported income or overstated deductions.
• Client's Final Responsibility for Tax Returns: We will prepare your tax returns based on the information you provide. You have the final and absolute responsibility for the income tax returns and, therefore, you must review them carefully and ask any questions you may have before you sign and authorize us to file them. Your signature on the return, or your electronic authorization, confirms that you have reviewed the return and believe it to be correct and complete.
• No Guarantee of Outcome: Our work is not intended to provide any guarantee that a tax return will not be selected for examination by a tax authority, nor can we guarantee that any particular tax position will be sustained if challenged. We will use our professional judgment to resolve questions in your favor where the tax law is unclear, provided there is a reasonable basis for doing so. However, the final choice on all tax positions rests with you.
• Post-Filing Responsibility and Audits: Our engagement for tax preparation concludes upon the delivery of the completed return to you for filing (or upon our electronic filing of the return). Should your return be selected for examination or should you receive any notice from a tax authority, we can arrange to represent you or assist you. Such representation is a separate engagement, and its terms and fees will be governed by a new, separate engagement letter.
• Estimated Tax Payments: You are solely responsible for making all required federal, state, and local estimated tax payments by their statutory due dates. We may provide you with estimated payment vouchers based on the information you provide, but the ultimate responsibility for payment rests with you.
• Electronic Filing Authorization: Unless you explicitly state otherwise in writing, your signature on a tax return, or your provision of a signed e-file authorization form, constitutes your consent to have that return filed electronically with the appropriate tax authorities.

For any services that may be construed as consulting or advisory in nature, the following specific terms apply:

• Advice is Opinion-Based and Not a Guarantee: All advice, forecasts, financial models, and recommendations we provide are based on our professional judgment, experience, and the specific information available to us at the time the advice is given. They are not, and shall not be construed as, guarantees of future performance, success, profitability, or any specific business outcome. Business and economic conditions are subject to change, and our advice is time-sensitive.
• Client's Implementation Responsibility: You, the Client, are solely and exclusively responsible for the decision to implement, partially implement, or not implement any advice or recommendation we provide. You are responsible for all management functions, for making all decisions that affect your business, and for accepting the results of those decisions.
• No Liability for Business Outcomes: We explicitly disclaim any and all liability for the business outcomes, profits, or losses that may result from your implementation of our advice. Our role is to advise and provide you with our professional opinion; your role is to manage your business and accept the risks and rewards of your decisions.

• Sufficient Funds for All Payroll Obligations: Client is solely and absolutely responsible for ensuring its designated bank accounts contain sufficient, collected, and available funds to cover all payroll and tax obligations on their scheduled debit dates. This includes, but is not limited to, funds for employee net pay, all federal and state tax withholdings, the employer's share of any payroll taxes, and any third-party benefit payments (such as 401(k) contributions or health insurance premiums). 406 Consulting Group will not, under any circumstances, advance or loan funds to the Client to cover any payroll or tax liability. We are not responsible for any penalties, interest, bank fees (such as overdraft fees), or any other damages resulting from insufficient funds in the Client's accounts.
• Duty to Provide Government Notices: Client must provide 406 Consulting Group with complete and legible copies of all notices, correspondence, and updates received from any tax or government authority within three (3) business days of your receipt. This obligation includes providing notices related to changes in tax deposit frequency, new or adjusted tax rates (such as state unemployment insurance rates), or any other matter that could affect payroll calculation or tax filings. Failure to transmit such notices to us in a timely manner may result in incorrect filings, penalties, or interest, for which the Client is solely and completely responsible. Any work required by us to research, correct, or otherwise remedy issues arising from Client's failure to provide such notices will be considered out-of-scope and will be billed at our standard hourly rates.
• Worker Classification: Client is solely responsible for the proper classification of its workers as either employees or independent contractors. Our services do not include a legal or factual analysis of worker classification, and we will rely entirely on the classification provided by the Client. Client agrees to indemnify and hold us harmless from any and all liability, penalties, or costs arising from the misclassification of any worker.

This engagement commences upon the date of acceptance of the proposal and shall continue indefinitely until terminated in writing by either party. Either party may terminate this agreement at any time, for any reason, by providing thirty (30) days written notice to the other party. Upon termination, Client agrees to and shall immediately pay for all services performed and expenses incurred by 406 Consulting Group up to and including the effective date of termination. Any deposits or retainers previously paid by the Client will be applied to the final outstanding balance, and any remaining amount will be refunded to the Client.

Notwithstanding the foregoing, 406 Consulting Group reserves the right to suspend services or terminate this engagement immediately, in its sole discretion and without prior notice, should any of the following occur:

• Client's failure to pay any invoice within the terms of this agreement.
• Client's material breach of any provision of this agreement.
• Client's failure to provide necessary information or documentation in a timely manner, or the provision of incomplete or inaccurate information.
• Client's engagement in any activity that we believe to be illegal, fraudulent, or unethical.
• The emergence of a conflict of interest that would prevent us from providing services in accordance with professional standards.
• Client's exhibition of abusive, harassing, threatening, or otherwise unprofessional conduct toward our staff.

Client's fees for the services described in the proposal may include fixed recurring monthly fees (retainers), fixed project-based fees, or hourly billing, as specified in the accompanying proposal. Fees are based on the scope, complexity, volume, and timing assumptions reflected in the proposal, and are not based solely on the amount of time spent in any particular month.

• Fixed Monthly Retainers: A fixed monthly retainer represents a recurring fee for access to our services and for the performance of the agreed-upon scope of work during the applicable billing period. It is not a bank of prepaid hours. Unless expressly stated otherwise in writing, any unused capacity, time, or services in a given month do not carry forward or accumulate to subsequent months.
• Invoicing and Automatic Payment: All invoices are due and payable upon receipt. To ensure timely payment and uninterrupted service, Client hereby authorizes 406 Consulting Group to process all payments automatically using the payment method provided through our designated third-party payment platform (e.g., Ignition). Client agrees to maintain a valid payment method on file at all times.
• Suspension for Non-Payment: We reserve the right, in our sole discretion, to suspend any and all services, including time-sensitive tax or payroll filings, if any invoice remains unpaid for more than seven (7) calendar days past its due date. Our decision to continue providing services despite an overdue balance in one or more instances shall not be construed as a waiver of our right to suspend or terminate services for non-payment at a later date.
• Invoice Disputes: If Client disputes any portion of an invoice, Client must notify 406 Consulting Group in writing, with specific details of the disputed items, within fifteen (15) calendar days of the invoice date. Under no circumstances may Client withhold, delay, reduce, or offset payment of the undisputed portion of any invoice. All invoices must be paid in full when due. We will investigate and address any disputed amounts separately and in good faith after the full payment has been received. Failure to provide a written dispute notice within this fifteen-day period constitutes a permanent and irrevocable waiver of any right to dispute the invoice.

The failure of 406 Consulting Group to strictly enforce any provision of this agreement in a particular instance shall not be construed as a waiver of that provision or of our right to enforce it in the future. Our decision to provide “courtesy” services, waive a fee, extend a payment deadline, or perform work outside the defined scope in a specific instance is an act of goodwill for that instance only and does not modify the terms of this agreement, set a precedent, or constitute a continuing waiver. This agreement may only be modified by a formal written amendment, referencing this agreement and signed by an authorized partner of 406 Consulting Group and an authorized representative of the Client.

• Duty to Review and Report Errors: Client is responsible for promptly and thoroughly reviewing all financial statements, tax returns, payroll summaries, reports, and any other deliverable upon receipt. Client agrees to review all deliverables for any potential errors, omissions, or deficiencies.
• Strict Ninety (90) Day Limitation Period for All Claims: Client agrees that any and all claims, disputes, demands for credit, allegations of deficiency, or causes of action of any kind arising out of or relating to the services performed under this agreement must be submitted to 406 Consulting Group in a detailed writing within ninety (90) calendar days of the invoice date for the services at issue. This limitation period applies to all claims, regardless of their nature or the theory of liability.
• Permanent and Irrevocable Waiver: Any claim or issue not raised in writing and delivered to us within this ninety (90) day period is permanently, completely, and irrevocably waived and barred for all time. The failure to identify and report an issue within this timeframe will be deemed conclusive evidence that the service was performed satisfactorily and was accepted by the Client as complete, accurate, and free of any defect. This provision is a material and essential part of this agreement, is a condition precedent to any right to bring a claim, and is intended to prevent stale claims and provide certainty and finality for both parties.

To the fullest extent permitted by law, Client agrees to indemnify, defend, and hold harmless 406 Consulting Group, its owners, partners, employees, contractors, and agents from and against any and all claims, demands, losses, damages, penalties, interest, liabilities, and legal expenses (including but not limited to reasonable attorneys' fees, expert witness fees, and court costs) arising from, related to, or in any way connected with:

• The inaccuracy, incompleteness, or untimeliness of any information, data, or documentation provided by Client or its agents.
• Any employment, wage, or payroll-related dispute, including but not limited to claims for unpaid wages, misclassification of employees or independent contractors, or other labor law violations.
• Any and all tax positions taken or business decisions made by Client, whether such decisions were made in accordance with, or contrary to, our advice.
• Any tax liabilities, penalties, or interest assessed against the Client resulting from the Client's failure to provide complete and accurate information, make timely tax payments, or otherwise comply with tax laws.
• Client's failure to provide government or tax agency notices to us as required by this agreement.
• Any third-party claims asserted against Client or 406 Consulting Group arising from Client's actions, business operations, or implementation of our advice.
• Client's failure to design, implement, or maintain appropriate internal controls or to prevent or detect fraud within the organization.

This comprehensive indemnification obligation shall survive the termination, expiration, or completion of this engagement.

Client acknowledges that the business reputation and professional standing of 406 Consulting Group are material and essential assets. Client agrees that it will not, at any time during or after this engagement, make, post, publish, or encourage any false, misleading, or disparaging statements, reviews, or comments, whether orally or in writing, regarding 406 Consulting Group or its owners, partners, or staff. This restriction applies to all forums, including but not limited to social media platforms (e.g., Facebook, LinkedIn, X), public review websites (e.g., Google, Yelp), industry forums, or any other public medium.

Client agrees to raise any and all concerns, disputes, or dissatisfaction with our services directly and privately with a partner of 406 Consulting Group. Client must provide us with a reasonable and good-faith opportunity to address and resolve such issues before making any public statement of any kind. Client agrees that a breach of this non-disparagement provision will cause significant and irreparable harm to our reputation, the monetary value of which is difficult to ascertain. Therefore, in the event of a breach, 406 Consulting Group is entitled to seek immediate injunctive relief in a court of competent jurisdiction, in addition to any and all actual damages, including damages for loss of business and harm to reputation. This provision shall survive the termination of this agreement indefinitely.

We will maintain the confidentiality of all of your non-public information in accordance with the professional standards of the accounting profession and applicable law. We will not disclose any of your confidential information to third parties without your written consent, except as permitted by this agreement or required by law.

Client acknowledges and agrees that we may disclose confidential information under the following circumstances:

• When required by law, subpoena, court order, or other legal process.
• In response to an inquiry from a duly constituted investigative or disciplinary body of a state board of accountancy or a professional accounting society.
• To our legal counsel or insurers in response to an actual or threatened claim or lawsuit.
• To our third-party contractors, technology providers, or service providers who require access to the information to assist us in delivering the agreed-upon services, provided they are bound by confidentiality obligations.

Peer Review: Our firm, as a member of professional accounting organizations, is subject to periodic peer review (also known as quality review). This process involves a review of our accounting and auditing practices by another CPA firm. You acknowledge and agree that our workpapers, which may include your confidential information, may be subject to review by authorized parties during such a peer review. We will take all necessary steps to ensure the reviewers are bound by professional confidentiality standards.

These confidentiality obligations shall survive the termination of this agreement.

Any and all disputes, claims, or controversies arising from or relating to this agreement, the services provided, or the relationship between the parties shall be resolved exclusively through the following mandatory three-step process:

Notwithstanding the foregoing, 406 Consulting Group shall have the right to bypass this process and seek immediate injunctive or other equitable relief in a court of competent jurisdiction to enforce its rights regarding payment of fees, confidentiality, non-disparagement, or intellectual property.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Montana, without regard to its conflict of law principles. Any mediation, arbitration, or court proceeding permitted under this agreement shall occur exclusively in the state or federal courts located in the state of Montana. The Client irrevocably consents to the exclusive jurisdiction and venue of such courts and waives any objection to such venue, including any claim of forum non conveniens.

In any action, proceeding, or arbitration to enforce or interpret this agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, and all other related costs and expenses from the non-prevailing party.

In the course of providing services, we may utilize or recommend third-party accounting software, payroll processors, document management systems, and other technology platforms (e.g., QuickBooks Online, Gusto, Bill.com). Client acknowledges that these platforms are outside of our control and are governed by their own terms of service. We are not responsible for any losses, damages, service interruptions, or delays caused by the outages, errors, security breaches, or failures of any third-party platform.

Furthermore, if Client, its employees, or its agents make unauthorized or improper changes, deletions, or modifications to any software, system, or data file that we use to provide our services, any and all work required by us to investigate, correct, or restore the data integrity will be considered out-of-scope and will be billable at our standard hourly rates.

The parties consent to the use of electronic communications, including email and cloud-based file sharing, for the transmission of information. Client acknowledges that such communications are not completely secure and may be intercepted, delayed, altered, or accessed by unintended recipients. While we will employ reasonable security measures on our end, we cannot guarantee the security of electronic communications. Except in cases of our gross negligence or willful misconduct, 406 Consulting Group shall not be liable for any damages resulting from the risks inherent in electronic transmission.

Client is responsible for the security of its own systems and for taking reasonable precautions to prevent cybersecurity incidents. We are not responsible for any losses incurred by the Client due to fraudulent wire transfer instructions or other cybercrimes originating from the compromise of the Client's email or computer systems. Client agrees to comply with our security procedures for verifying sensitive changes, which may include mandatory verbal confirmation via a previously agreed-upon phone number.

406 Consulting Group shall not be liable for any delays or failure to perform any of its obligations under this agreement if such delay or failure is due to causes beyond its reasonable control. Such causes include, but are not limited to, acts of God, natural disasters, fires, floods, governmental actions or edicts, war or civil disturbances, terrorism, cyber incidents targeting our firm or essential third-party vendors, or major system, power, or internet outages.

406 Consulting Group will retain engagement-related workpapers and records for a period of seven (7) years for discontinued clients, and indefinitely for active clients, subject to storage and system limitations. These records are the property of 406 Consulting Group and are maintained in accordance with our professional obligations. They are not a substitute for the Client's own books and records, and Client remains solely responsible for maintaining its original source documentation.

Upon termination of this engagement, Client must assume full responsibility for any third-party software subscriptions (e.g., QuickBooks Online) within ten (10) calendar days of the termination date. Restoration of any canceled services after this period may involve additional fees.

Our services are subject to the professional standards of the accounting profession. This engagement is strictly limited to the services and periods described in the accompanying proposal.

• Bookkeeping and Non-Attest Services: These services are not conducted in accordance with Generally Accepted Auditing Standards (GAAS) or Statements on Standards for Accounting and Review Services (SSARS). They are not intended to, and do not, provide any level of assurance on the financial statements. We will not audit, review, or compile the financial information you provide and, accordingly, we will not express an opinion, a conclusion, or any other form of assurance on them. These services cannot be relied upon to identify or disclose errors, fraud, or illegal acts that may exist.
• Tax Services: As detailed in Section 5, we will prepare tax returns based on the information you provide without independent verification. The ultimate responsibility for the accuracy, completeness, and tax positions taken in the returns remains with you.
• Consulting Services: As detailed in Section 6, our consulting work is advisory in nature. You are responsible for all management decisions and for the implementation and results of those decisions.

We offer no guarantee of any particular financial, tax, or business outcome. Our services are not a substitute for the advice of a qualified attorney, and we do not provide legal advice. We recommend you retain competent legal counsel for any legal matters.

• Entire Agreement: This agreement, together with the accompanying proposal, constitutes the entire, complete, and exclusive agreement between the parties and supersedes all prior and contemporaneous oral or written agreements, understandings, or representations. No other agreements, representations, or warranties exist between the parties.
• Severability: If any provision of this agreement is held by a court or arbitrator of competent jurisdiction to be unenforceable or invalid, such provision shall be modified to the minimum extent necessary to be enforceable, or severed if modification is not possible, and the remaining provisions of this agreement shall remain in full force and effect.
• Survival: All provisions of this agreement that by their nature should survive termination shall do so. This includes, but is not limited to, provisions relating to payment of fees, client responsibilities, limitation of liability, indemnification, confidentiality, dispute resolution, governing law, and non-disparagement.