Client Terms and Conditions

1. How these terms become our agreement

These Client Terms and Conditions (the "Terms") form an agreement between The Legacy Advisory Firm LLC, a Georgia limited liability company ("Legacy," "we," "us"), and the client named on our proposal, statement of work or invoice ("you"). You accept these Terms when you do any of the following, whichever happens first:

• sign or electronically accept a proposal, engagement letter or statement of work that refers to these Terms;
• pay an invoice that refers to these Terms; or
• ask us to begin, or keep providing, services after receiving an invoice or proposal that refers to these Terms.

If you have a signed agreement with us (such as a Master Services Agreement or engagement letter), that signed agreement controls. These Terms fill in anything it doesn't cover. If they conflict, the order of priority is: (1) the signed agreement, (2) the signed statement of work or proposal, (3) these Terms, (4) the invoice.

Each invoice and proposal names the version of these Terms that applies. Earlier versions are available on request.

2. Our services

We provide the services described in your proposal, statement of work or invoice (the "Services"), which may include bookkeeping, payroll, tax planning and preparation, financial reporting and business advisory or fractional CFO support. We act as an independent contractor. Work outside that description is billed separately, as set out in section 4.

Accepting deliverables. A deliverable that materially matches what was agreed is accepted when you receive it, unless you tell us in writing within ten (10) business days what doesn't match, in which case we'll correct it.

What the Services don't include unless your statement of work says so:

• Representation before taxing authorities. Responding to examinations, notices, appeals or collection matters from the IRS or any state or local agency is billed separately.
• Legal advice. We are not a law firm and do not provide legal services or legal advice. You should rely on your own attorney for legal matters.
• Assurance. We do not perform attest engagements or express any opinion or other assurance on financial statements.
• Investment, securities and valuation services. We do not give investment advice, act as a broker, dealer or investment banker, or provide business valuations.
• Discovering fraud. The Services are not designed to detect fraud, theft or errors, although we'll tell you about anything significant we notice.

3. Your responsibilities

• Accurate, complete information. We rely on the information, records and answers you give us and don't independently verify them. We're not responsible for results caused by information that is inaccurate, incomplete or late.
• Timely responses. Our fees and timelines assume you'll send requested information, documents and approvals within five (5) business days.
• Your decisions. You make all management decisions, approve the work we prepare and are responsible for your business, its internal controls and its compliance with law.
• Tax returns. You review and sign your own returns, and you're responsible for their contents and for paying the tax due.

4. Fees, invoices and payment

• Fees. Fees are set out in your proposal, statement of work or invoice. Work outside that scope is billed at our then-current hourly rate or a fee we quote in advance.
• Monthly plans. For a monthly subscription, the first ninety (90) days are an evaluation period. If the actual scope or time needed differs materially from what we quoted, we may adjust the monthly fee in reasonable proportion after written notice to you. We may also adjust fees once a year, effective January 1, with at least thirty (30) days' written notice.
• Fees based on tax savings or credits. If your proposal includes a fee measured by tax savings or by tax credits you receive, it applies only to the extent federal rules (Treasury Circular 230) and state rules permit, and never to the preparation of an original tax return. The proposal explains how the fee is measured and when it's due.
• Scope changes. If you ask us to change the scope, we may revise the fee, payment schedule or delivery dates accordingly.
• Expenses. You'll reimburse reasonable out-of-pocket expenses we incur for you, such as filing fees, third-party software licenses, bank and returned-payment (NSF) fees, courier charges and pre-approved travel. We may ask you to pay significant expenses in advance.
• When payment is due. Invoices are due on receipt, and each invoice includes a secure link to pay online.
• How you can pay. We accept ACH bank transfer, major credit and debit cards, and the other payment options shown on your invoice, which may include PayPal, Venmo, Apple Pay, Google Pay or cryptocurrency when offered. Payments are processed by our billing and payment providers (such as Anchor and Intuit QuickBooks Payments) under their terms. Card and digital-wallet payments include a card processing fee that is passed through to you (currently 2.9% plus $0.30 per payment), shown before you pay, where permitted by law and card-network rules; it isn't charged where prohibited, such as on debit cards where the rules forbid it. ACH bank payments have no fee.
• Cryptocurrency. If we accept a cryptocurrency payment, you're credited with the U.S. dollar amount we actually receive after conversion, you pay any network or conversion fees, and crypto payments can't be reversed; refunds, if any, are made in U.S. dollars.
• Questions about an invoice. Tell us in writing within ten (10) business days of the invoice date. Please pay any undisputed portion on time.
• Late payment. Overdue amounts accrue a finance charge of one and one-half percent (1.5%) per month, or the highest rate the law allows if lower, plus reasonable collection costs and attorneys' fees we actually incur. We may pause the Services while any invoice is more than fifteen (15) days past due, and we're not responsible for missed deadlines while work is paused.
• Taxes. You're responsible for sales, use or similar taxes on the Services, other than taxes on our income.
• Recurring payments (autopay). See section 4A.

4A. Recurring payments (autopay)

Monthly subscriptions are billed automatically. When you sign or accept a proposal for a subscription and save a payment method, whether in the proposal, in our billing portal or through your invoice, you authorize The Legacy Advisory Firm LLC and its payment providers to charge that payment method on a recurring basis as follows:

• What and when: the monthly fee shown in your proposal, charged on the billing date shown there (or each month on the date of your first payment), plus any setup fee, approved additional work, expenses and applicable convenience fees as invoiced.
• How long: until your subscription ends under section 5 or you cancel autopay as described below. Subscriptions renew automatically for further twelve-month terms unless either of us gives notice of non-renewal; we'll remind you before each renewal.
• Changes in amount: we'll give you at least thirty (30) days' written notice before the regular monthly amount changes. If a charge will be different from the regular amount (for example, out-of-scope work or expenses), we'll send you the invoice at least ten (10) days before charging it, unless you approved the amount in advance.
• Receipts: you'll receive an email receipt or invoice for each charge.
• Cancelling autopay: email info@legacyfirmllc.com or call 678-916-6704 at least three (3) business days before the next charge date. You can also cancel through your payment provider or bank, as the law and card rules allow. Cancelling autopay stops future automatic charges but doesn't cancel your subscription or amounts you already owe; those remain payable by invoice under section 4 and section 5.
• Failed or reversed payments: if a charge is declined or returned, we may retry it, charge a returned-payment fee as the law allows, and ask you to update your payment method. Card details may be updated automatically through card-network updater services. Please contact us before disputing a charge with your bank so we can resolve it.
• Your bank account or card: you confirm you're authorized to use the payment method you provide. ACH debits follow Nacha rules, and you'll keep a copy of this authorization (this page and your proposal) for your records.

5. Term, renewal and ending the Services

• One-time projects end when the project is delivered and paid for.
• Monthly subscriptions run for twelve (12) months from the start date in your proposal or statement of work and then renew automatically for further twelve-month terms unless either of us gives written notice of non-renewal at least sixty (60) days before the renewal date. We'll remind you before each renewal.
• Ending early. Either of us may end the Services on thirty (30) days' written notice if the other materially breaches these Terms and doesn't fix the breach within that period. You may also end a subscription early for convenience by written notice. Unless your proposal or statement of work says otherwise, a business client that ends a subscription early for convenience pays the remaining monthly fees for the current term as an early cancellation fee, to the extent the law allows. We may also end the Services on thirty (30) days' written notice for any reason, and then you owe only for work performed through the end date.
• When the Services end, you pay for work performed and expenses incurred through the end date, and we return your original records (see section 9).

6. Confidentiality and tax return information

We keep your information confidential. We use it only to provide the Services and share it only with our team members and service providers who need it for your work and are bound by confidentiality obligations, or when the law, a court or a government agency requires it (in which case we'll tell you first if we're allowed to). These duties don't apply to information that is public, already known to us, or received from someone free to share it.

Tax return information receives extra protection under federal law (Internal Revenue Code section 7216). We do not use or disclose your tax return information for any purpose other than preparing your return, except as the law allows or with a separate written consent you sign. These Terms are not that consent, and paying an invoice never counts as one.

You agree to keep our proposals, pricing, templates and working methods confidential. Because a breach of confidentiality can cause harm that money can't fix, either of us may ask a court for an injunction to stop one, in addition to any other remedy.

7. Our team, including team members outside the United States

Your work is performed by our U.S. team, supported by our employees, contractors and business-process (BPO) service providers, some of whom are located outside the United States (currently in the Philippines). Every person and provider who works on client files is bound by written confidentiality and data-security obligations, works inside our secured systems, and has their work reviewed by our U.S. leadership.

• Tax return information is disclosed to anyone outside the United States only if you have signed our separate consent that allows it, in the form federal rules require. If you don't sign it, or you withdraw it, your tax return information is handled only by our U.S. team; this may affect timing and fees, which we'll tell you about first.
• Other work, such as bookkeeping, payroll processing and reporting, may be performed in part by team members outside the United States under the same confidentiality and security controls. If you'd prefer that your files stay in the United States, tell us in writing and we'll quote what that changes.

8. Our use of technology and artificial intelligence

We use accounting, tax, payroll and practice-management software, and some of these tools include artificial intelligence (AI) features. We may use AI-enabled tools to help organize documents, extract and categorize data, draft summaries and correspondence, and check our work.

• People stay responsible. AI output is a starting point, not a final answer. A qualified member of our team reviews it before it's used in your work, and people, not AI, make the professional judgments and sign off on deliverables.
• Your information is protected. We use AI tools only under business agreements that keep your data confidential and secured, and that do not allow the provider to use it to train AI models available to others.
• Tax return information is used in AI tools only as part of preparing your return and only as section 7216 permits.
• Your choice. If you'd prefer that we not use AI tools on your files, tell us in writing. We'll honor it, and we'll tell you first if it affects timing or fees.

9. Records, security and communication

• Your records. Records you give us remain yours, and we'll return originals when the Services end. Our working papers belong to us. We keep records for the periods our retention policy and professional rules require, then securely destroy them.
• Security. We maintain a written information security program with administrative, technical and physical safeguards, as federal rules for tax and financial firms require. Please send sensitive documents through our secure client portal, not ordinary email.
• Electronic communication and signatures. You agree that we may communicate with you about the Services by email, phone, video and, if you opted in, text message, and that electronic signatures and records are as valid as paper ones.
• Opting in to texts and promotional emails. If you check the texts-and-emails box on our website, booking page or a form, you agree to receive text messages and emails from The Legacy Advisory Firm, including promotional and marketing emails and texts about our services, at the number and address you gave. Some may be sent with automated technology. Message frequency varies, and message and data rates may apply. Consent is optional and never a condition of buying anything. Reply STOP to any text, or use the unsubscribe link or reply "unsubscribe" to any email, to opt out at any time; service messages about work you've engaged us for may continue. Details are in our privacy policy.
• Privacy. Our privacy policy explains how we handle personal information.

10. Our standard of work, and limits on liability

We'll perform the Services in a professional and workmanlike manner consistent with generally accepted standards for similar services. Each of us confirms that it has the authority to enter into this agreement and that doing so doesn't conflict with any other agreement or order that binds it. Apart from that promise, and to the fullest extent the law allows, the Services are provided without other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. Your use of our deliverables, including how you comply with law, remains your responsibility.

To the fullest extent the law allows: (a) neither of us is liable to the other for indirect, incidental, consequential, special or punitive damages, or for lost profits; and (b) our total liability for all claims relating to the Services is limited to the fees you paid us for the Services in the three (3) months before the event giving rise to the claim. These limits don't apply to liability that cannot be limited by law, including for fraud or willful misconduct. Any claim must be brought within one (1) year after the claim arises, unless the law requires a longer period.

11. Indemnification

To the extent the law allows, a business client will defend, indemnify and hold harmless Legacy and its owners, managers, employees and agents from third-party claims, penalties and costs (including reasonable attorneys' fees) arising from inaccurate or incomplete information the client provided, or from the client's own acts or omissions, except to the extent caused by our negligence or willful misconduct.

12. General terms

• Governing law and venue. Georgia law governs these Terms, without regard to conflict-of-law rules. Any dispute will be decided in the state or federal courts located in Georgia, unless the law gives an individual consumer the right to a different venue.
• Changes to these Terms. We may update these Terms by posting a new version on this page with a new version date. A new version applies to services billed after its effective date, and we'll give current clients at least thirty (30) days' notice of material changes. A signed agreement can be changed only in writing signed by both of us.
• Notices. Notices may be sent by email, U.S. mail or courier to the contact details each of us provides.
• Events beyond our control. Neither of us is responsible for delays caused by events beyond reasonable control, such as outages, natural disasters, or government or taxing-authority system failures (payment obligations excepted).
• Assignment. Neither of us may assign this agreement without the other's consent, except that we may assign it to a successor to our practice with notice to you.
• The rest. If any provision is unenforceable, it will be enforced to the maximum extent allowed and the rest remains in effect. A waiver on one occasion isn't a waiver for the future. There are no third-party beneficiaries. Sections that by their nature should survive the end of the Services (including payment, confidentiality, records, limits on liability and indemnification) survive.

13. Contact

The Legacy Advisory Firm LLC · info@legacyfirmllc.com · 678-916-6704.