Standard Terms for Client Engagements

1. Application and Order of Precedence

In these Standard Terms, “Consultant” means Poised Books LLC and “Client” means the party identified in the Engagement Letter. “Services” means the services described in the Engagement Letter. Capitalized terms not defined here have the meanings given in the Engagement Letter.

If a term of the Engagement Letter conflicts with a term of these Standard Terms, the Engagement Letter controls. If a business associate agreement between the parties conflicts with either, the business associate agreement controls only as to obligations the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations require it to impose, and the Engagement Letter controls as to everything else, including any limitation of liability.

These Standard Terms do not contain the indemnification, limitation of liability, warranty, jury waiver, fee, or payment provisions that govern an engagement. Those appear in the Engagement Letter itself.

2. Nature of the Services

The Services are bookkeeping and financial consulting services. The particular Services to be performed are as described in the Engagement Letter and as the parties may otherwise agree from time to time. Consultant determines the manner, means, methods, sequence, and scheduling of the Services in the exercise of its professional judgment.

Where the Engagement Letter states a cap on hours, that cap is a maximum and not a minimum or a guarantee. Hours not used in a period do not carry over, accrue, or create any credit, refund, or offset.

3. Excluded Services

The Services do not include, and Consultant is not engaged to perform and has no obligation or liability with respect to:

• an audit, review, compilation, examination, agreed-upon-procedures engagement, or any other attest or assurance engagement, as those terms are used in the professional standards of the American Institute of Certified Public Accountants or any other professional body;
• the preparation, review, signature, or filing of any federal, state, or local tax return, election, or information return;
• the calculation, preparation, filing, or remittance of any payroll, sales, franchise, or other tax deposit or return;
• legal, tax, actuarial, valuation, investment, insurance, securities, benefits, or regulatory advice;
• the design, implementation, testing, or evaluation of Client’s internal controls;
• any service requiring a license or certification that Consultant does not hold; or
• any service not expressly agreed by Consultant in writing.

Consultant is not a certified public accounting firm, is not independent of Client for purposes of any professional standard, and does not perform services subject to independence requirements. Client is solely responsible for engaging appropriately qualified professionals for any excluded service and for all of its tax, legal, and regulatory filings and positions.

4. Client Responsibilities and Reliance

Client shall provide Consultant with timely, complete, accurate, and current records, data, documents, access, credentials, instructions, decisions, approvals, and personnel cooperation reasonably necessary for the Services, and shall promptly notify Consultant of any error, omission, or change affecting them.

Consultant is entitled to rely, without independent investigation, verification, audit, or inquiry, on the completeness, accuracy, authenticity, and authorization of all information, records, documents, representations, instructions, and approvals furnished by Client or by Client’s personnel, affiliates, or third-party providers.

Client is and remains solely responsible for its books and records, its financial statements and reports, its internal controls, its selection and application of accounting policies and estimates, its legal and tax compliance, its business decisions, and its independent review, approval, and adoption of any work product before use. Consultant is not liable for, and any schedule, deadline, or estimate is extended by, any delay, error, deficiency, or damage caused in whole or in part by Client’s failure to satisfy its obligations under this Section or by information furnished to Consultant that is inaccurate, incomplete, or not current.

5. No Assurance, No Detection of Fraud, No Fiduciary Duty

The Services are not designed and cannot be relied upon to detect, disclose, or prevent errors, irregularities, misstatements, misappropriation of assets, defalcations, fraud, theft, or illegal or improper acts, or to identify deficiencies in Client’s internal controls. Consultant undertakes no obligation and has no liability for any failure to detect, disclose, prevent, or report any of the foregoing.

Consultant expresses no opinion, conclusion, certification, or assurance of any kind on any financial statement, record, report, or representation of Client.

Nothing in an engagement creates, and the parties expressly disclaim, any fiduciary, trust, agency, partnership, or joint venture relationship between them. Consultant’s duties are solely those expressly stated in the Engagement Letter and these Standard Terms, and no additional duty, obligation, or standard of care may be implied at law or in equity.

6. No Signature or Disbursement Authority

Consultant has no authority to, and will not, sign checks; initiate, approve, authorize, or release any payment, transfer, wire, or other disbursement of funds; open or close any account; execute any document; or otherwise bind Client, unless the parties separately agree in a signed writing.

Client is solely responsible for reviewing, approving, and releasing all payments and disbursements and for establishing and maintaining segregation of duties and other internal controls over its funds and accounts. Consultant has no liability for any payment, transfer, or disbursement made, approved, or released by Client or by any person other than Consultant, or made or prepared by Consultant at Client’s direction.

7. Third-Party Platforms and Client Data

The Services may be performed using third-party software, platforms, and services, including accounting, payroll, banking, payment, and document-storage providers (“Third-Party Platforms”). Client is responsible for procuring and maintaining, in Client’s own name, all Third-Party Platform accounts, subscriptions, and licenses used for Client’s records, for all fees associated with them, and for maintaining its own complete and independent backups of its data.

Consultant does not control any Third-Party Platform and makes no representation or warranty regarding any Third-Party Platform. Consultant has no liability arising out of or relating to any Third-Party Platform, including any error, defect, outage, interruption, change, discontinuation, price change, security incident, unauthorized access, or loss, corruption, or unavailability of data.

Client authorizes Consultant to access Client’s Third-Party Platforms and records using credentials Client provides. Client is solely responsible for provisioning, scoping, monitoring, limiting, and promptly revoking that access.

8. Independent Contractor Status and Non-Exclusivity

Consultant is an independent contractor and not an employee, partner, or agent of Client. Consultant is solely responsible for all federal, state, and local taxes arising from payments under an engagement. Client will not withhold or pay any income tax, FICA, unemployment, workers’ compensation, or other employment-related tax, insurance, or contribution on Consultant’s behalf, and Consultant and its personnel are not eligible for and waive any claim to any employee benefit, plan, or program of Client.

Engagements are non-exclusive. Consultant may provide services to any other person or entity, including competitors of Client. Consultant may perform the Services through its own employees and subcontractors and remains responsible for their compliance with Section 10. Client has no direct claim against any such person. Consultant furnishes its own equipment, tools, software, and workspace at its own expense.

During an engagement and for twelve months after it ends, Client shall not solicit for employment or engagement, hire, or engage any owner, employee, or contractor of Consultant who performed or supported the Services without Consultant’s prior written consent. A general advertisement not specifically targeted at those persons is not a breach of this paragraph, though hiring a person who responds to it is.

9. Intellectual Property

Consultant retains all right, title, and interest in and to any tools, templates, spreadsheets, financial models, methodologies, know-how, and other materials that Consultant owned, developed, or licensed before an engagement, or that Consultant develops independently of the Services (“Background IP”). Nothing in an engagement assigns or transfers any ownership interest in Background IP to Client.

Upon Client’s payment in full of all amounts due for the applicable Services, Consultant grants Client a non-exclusive, non-transferable, non-sublicensable, perpetual, royalty-free license to use the specific analyses, reports, and other deliverables prepared by Consultant for Client (“Work Product”) for Client’s internal business purposes. That license does not extend to Background IP incorporated into the Work Product, and it is suspended for the duration of any delinquency that continues more than ten days after written notice of non-payment.

The Work Product is not a “work made for hire” as that term is defined under the U.S. Copyright Act. Consultant assigns no copyright or other intellectual property ownership in the Work Product to Client, and Client’s rights are limited to the license described above. Client shall not remove or alter any proprietary notice on any Work Product, and shall not distribute any Work Product to a third party in a manner that states or implies Consultant’s assurance, opinion, verification, or endorsement.

Consultant’s workpapers, notes, internal analyses, working files, and checklists are Consultant’s property, are Consultant’s Confidential Information, and are not deliverables. Consultant may use the general knowledge, skills, experience, ideas, concepts, techniques, and know-how retained in the unaided memory of its personnel, provided it does not disclose Client’s Confidential Information.

10. Confidentiality

Each party shall keep confidential all non-public financial, business, technical, and operational information disclosed by the other party in connection with an engagement (“Confidential Information”), and shall use it solely to perform its obligations or exercise its rights.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party; was already known to the receiving party without an obligation of confidentiality; is independently developed without use of or reference to the disclosing party’s Confidential Information; or is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party where legally permitted so that party may seek a protective order.

Either party may disclose the other’s Confidential Information to its employees, contractors, attorneys, accountants, insurers, and other professional advisors who need to know it for purposes of the engagement and who are bound by comparable confidentiality obligations. Each party remains responsible for its recipients’ compliance.

Consultant may retain copies of Client materials contained in routine backups or archives created in the ordinary course, and copies reasonably necessary to evidence the Services performed, to comply with law or professional standards, or to establish, exercise, or defend its rights. Retained materials remain subject to this Section. Any obligation of Consultant to return or delete Client materials is conditioned on payment in full of all amounts due.

11. Termination

Except as the Engagement Letter provides otherwise, either party may terminate an engagement if the other materially breaches it and fails to cure the breach within thirty days of receiving written notice describing it. This right is separate from, and in addition to, any notice-based termination right stated in the Engagement Letter.

Except as the Engagement Letter provides otherwise, Consultant may terminate an engagement or suspend the Services immediately on written notice, without a cure period, if any amount owed to Consultant is more than ten days past due; if Client becomes insolvent or subject to a bankruptcy or receivership proceeding; or if Client requests or permits any act that Consultant reasonably believes to be unlawful, fraudulent, materially misleading, or contrary to applicable professional standards.

Amounts payable on termination are as stated in the Engagement Letter. Consultant has no obligation to perform any transition, migration, knowledge-transfer, or other post-termination service. Where Client requests such a service and Consultant agrees in writing, it is provided at Consultant’s then-current hourly rate and paid in advance.

12. Governing Law and Venue

Except as the Engagement Letter provides otherwise, engagements are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The state and federal courts located in Harris County, Texas have exclusive jurisdiction and venue over any action arising out of or relating to an engagement, and each party waives any objection based on venue, forum non conveniens, or lack of personal jurisdiction. Either party may seek injunctive relief to protect its Confidential Information or intellectual property in any court of competent jurisdiction.

In any such action, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

13. General Provisions

Notices. Notices must be in writing, addressed to the party at the address stated in the Engagement Letter, and are effective on personal or overnight-courier delivery, three business days after deposit in certified mail, or on the date sent by email to an address a party has designated in writing for notices.

Assignment. Client may not assign or transfer an engagement or any right or obligation under it, including by merger, change of control, or sale of substantially all of its assets, without Consultant’s prior written consent. Consultant may assign an engagement to a successor to its business. Any transfer in violation of this paragraph is void.

Force majeure. Consultant is not liable for, and is not in breach on account of, any delay or failure to perform caused by circumstances beyond its reasonable control, including illness or incapacity of its personnel, natural disaster, utility or internet failure, cyberattack, or governmental action. Recurring fees are equitably abated for any full period during which Consultant is wholly unable to perform for such a reason.

Entire agreement. The Engagement Letter and these Standard Terms are the entire agreement between the parties on their subject matter and supersede all prior discussions and agreements, written or oral. No purchase order, vendor portal, onboarding form, invoice terms, or other document issued by Client adds to or modifies them, and any conflicting terms in such a document are rejected and of no effect. Each party disclaims reliance on any representation not set forth in the Engagement Letter or these Standard Terms.

Amendment. An engagement may be amended only by a written instrument signed by both parties. No course of dealing, course of performance, trade usage, or failure to object amends it or waives any term.

Waiver and remedies. No waiver is effective unless in a writing signed by the waiving party, and no waiver operates as a waiver of any other or subsequent provision or breach. All rights and remedies are cumulative and in addition to all others available at law or in equity.

Severability. If any provision is held invalid or unenforceable, it shall be limited or eliminated to the minimum extent necessary and the remainder shall remain in full force and effect.

Third parties. An engagement is for the sole benefit of the parties and, as to the indemnification and limitation of liability provisions of the Engagement Letter, of Consultant’s owners, employees, contractors, and agents. No third party may rely on any Work Product or on any service performed by Consultant.

Counterparts. An Engagement Letter may be signed in counterparts and delivered electronically, each of which is an original.

Construction. Headings are for convenience only. “Including” means “including without limitation.” An engagement shall be construed according to its fair meaning and not against either party as its drafter.

Survival. Sections 3 through 10, 12, and 13, and any other provision that by its nature is intended to survive, survive termination or expiration of an engagement.

14. Versioning

Consultant may publish revised standard terms from time to time. Revised terms are published at a new address with a new version number and do not alter, replace, or apply to this version.

An engagement is governed by the version its Engagement Letter names, for the initial term and for each renewal term, unless the parties agree otherwise in a signed writing. Consultant may apply a later version to a renewal term by giving Client written notice at least thirty days before that renewal term begins, in which case Client may decline by giving written notice before the renewal term begins, and the engagement will end at the close of the then-current term.

15. Contact

Questions about these Standard Terms, or requests for a PDF copy of this version, may be directed to: