Terms and Conditions
1. Responsibilities. Client will provide Accountor with timely access to the information, personnel and assistance Accountor requires in order to perform the Services. All information provided to Accountor shall be accurate and complete, the best of Client’s knowledge. Unless otherwise expressly agreed, Accountor will rely on information provided to it without independently verifying accuracy or completeness. Accountor will use all reasonable efforts to complete the Services within any agreed time-frames (but Accountor will not be liable for delays that are beyond its control). Client shall make all management decisions related to the Services, including determining whether the Services are appropriate for its purposes.
2. Reports. Any information, advice, recommendations or other content of other reports, presentations or other communications Accountor provides under this Agreement “Reports”) are for Client’s internal use. Client may not disclose a Report (or any portion or summary of a Report) to any third party, or refer to Accountor in connection with the Services, except with Accountor’s prior written consent or to the extent a Report contains Tax advice (as defined below). Reports are not intended to be relied upon by any third party. Client may not rely on any draft Reports.
3. Tax Advice. Client may disclose to anyone a Report (or a portion thereof) solely to the extent that it relates to tax matters, including tax advice, tax opinions, tax returns, or the tax treatment or tax structure of any transaction to which the Services relate (“Tax Advice”). With the exception of tax authorities, Client shall inform those whom it discloses Tax Advice that they may not rely on it for any purpose without Accountor’s prior written consent.
4. Limitation of Liability; Indemnity. Accountor’s total aggregate liability arising out of or relating to this Agreement or the Services, whether in contract or tort (including negligence), under statute or otherwise, shall be limited to the lesser of (a) $2,000 or (b) the total fees paid to Accountor for the Services. The preceding limitation will not apply to fraud, willful misconduct or to the extent prohibited by applicable law or professional regulations. Client may not make a claim or bring proceedings relating to the Services or otherwise under this Agreement against any other subcontractors, members, shareholders, directors, officers, partners, principals or employees of Accountor (“Accountor Persons”). Client shall make any claim or bring proceedings only against Accountor. Client agrees to indemnify and hold Accountor and Accountor Persons harmless from and against any claims made by third parties related to their use of, or reliance upon, Reports (including Tax Advice). All Accountor Persons shall be entitled to rely on and enforce this paragraph.
5. Electronic Filing. The Income Tax Act (Canada) requires tax prepares to file tax returns electronically, subject to very limited exceptions. You therefore agree that Accountor shall file your Canadian federal and provincial tax return(s) electronically unless the fall within the limited exceptions to the rule. Otherwise taxing authorities may subject Accountor to monetary penalties, which shall be assumed by you.
6. Miscellaneous. Either party may terminate this Agreement for any reason, upon written notice. Client shall pay Accountor for time and expenses incurred up to the effective termination date. This Agreements hall be governed by and construed in accordance with Ontario law, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of Ontario courts in connection with any dispute, claim or other matter arising out of or relating to this Agreement or the Services. Neither party may assign this Agreement. This Agreement may not be modified except in writing. This Agreement constitutes our entire agreement and supersedes all prior representations and agreements (including any confidential agreements). Any portion of this Agreement that is found to be invalid, illegal or otherwise unenforceable shall be severed to the minimum extent required and the remainder of the Agreement shall remain in effect. Provisions of this Agreement that by their nature operate beyond the term of this Agreement shall survive any termination and the completion of the Services, including limitations of liability, indemnities and confidentiality.