Term of Service

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TERMS AND CONDITIONS OF SERVICES
B&T Advisors, LLC

A. General Terms and Conditions:

These Terms and Conditions (“Terms”) govern the professional services provided by B&T Advisors, LLC (“B&T”) to the client (“Client”) as outlined in the engagement agreement or statement of work executed between the parties (the “Agreement”). Both B&T and the Client agree to enter into the Agreement in good faith, and any misunderstandings or disagreements should be addressed through constructive dialogue aimed at resolution. If unresolved disputes persist, these Terms shall provide additional clarity.

Client expressly acknowledges and agrees that the services rendered under the Agreement are based solely on:
a. The information, documents, representations, and other materials provided by the Client, its personnel, or its authorized representatives;
b. The understanding that any document review performed under the Agreement does not constitute an audit, review, compilation, or attestation engagement as defined by the standards issued by the American Institute of Certified Public Accountants (AICPA) or the U.S. Public Company Accounting Oversight Board (PCAOB);
c. The agreement that B&T’s responsibilities are limited strictly to the services outlined in the Agreement, which include only tax preparation, planning, back-office, and consulting services expressly requested by the Client;
d. The Client’s understanding that tax advice is based on laws, regulations, rulings, and authorities in effect at the time such advice is rendered. B&T is not obligated to inform the Client of subsequent legal or regulatory changes unless requested by the Client;
e. The acknowledgment that tax positions or advice offered by B&T may be subject to review or challenge by tax authorities and are not guaranteed to be upheld in audits, administrative proceedings, or court;
f. The understanding that B&T has no obligation to represent the Client in such proceedings unless separately engaged under a mutually agreed-upon fee structure;
g. The understanding that draft deliverables provided for preliminary review are not final and should not be relied upon. Final conclusions, recommendations, or analyses may change before the formal issuance of the final deliverable.

B. Services:
These Terms apply to all services provided by B&T under the Agreement and constitute the entire agreement between the Client and B&T with respect to such services. The term “services” refers exclusively to those detailed in the Agreement. The Client is solely responsible for implementing any actions or decisions based on B&T’s services.

C. Use by Third Parties:
Unless expressly authorized in writing by B&T, the services provided are intended solely for the Client’s internal use. No third party may rely on B&T’s work, and this Agreement does not establish any third-party beneficiary rights. The Client agrees not to disclose, circulate, quote, or distribute B&T’s work to third parties without prior written consent, except as required for tax return filings. The Client further agrees to indemnify and hold B&T harmless from any claims arising from disclosures made at the Client’s request.

D. Confidentiality:
a. To the extent that, in connection with this AGREEMENT, B&T comes into possession of any information of Client’ s identified as proprietary or confidential, B&T will not disclose such information to any third party without Client’s consent, except (a) as may be required by law, regulation, judicial or administrative process, in accordance with applicable professional standards, or in connection with litigation pertaining hereto, or (b) to the extent such information (i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by B&T in breach hereof, (ii) is disclosed by Client or Client’s personnel to a third party without substantially the same restrictions as set forth herein, (iii) becomes available to B&T on a non -confidential basis from a source other than Client or Client’s personnel which B&T does not believe is prohibited from disclosing such information to B&T by obligation to Client , (iv) is known by B&T prior to its receipt from Client without any obligation of confidentiality with respect thereto, or (v) is developed by B&T independently of any disclosures made by Client or Client’s personnel to B&T of such information.

E. Client Responsibilities:
a. The Client agrees to provide all necessary financial records and related data and assumes full responsibility for the accuracy and completeness of such information. B&T may rely on this information without independent verification. B&T may also utilize third-party data but assumes no responsibility for its accuracy. B&T’s services under this Agreement do not include any attest work. Legal matters or advice are outside the scope of this engagement.
b. The Client agrees to cooperate fully with B&T, including granting timely access to personnel, facilities, and information necessary for the performance of services. The Client is also responsible for the conduct and performance of its personnel and agents and for the completeness and accuracy of the data they provide.

F. Fees and Payment Terms:
Invoices for services will be issued monthly as work progresses and are due upon receipt unless alternative terms are agreed upon in writing. Any invoice not paid within 30 days may incur a late fee at the lesser of 5% per month or the maximum rate permitted by law. If invoices remain unpaid, B&T reserves the right to suspend or terminate services until payment is received in full. In the event of nonpayment, the Client is responsible for all costs and legal fees associated with collection efforts. Suspension or termination of work due to nonpayment shall not be deemed a waiver of any rights. If the Agreement is terminated (see Section G), the Client must pay B&T for all services performed and expenses incurred up to the termination date. No deliverables or documents will be released until all outstanding balances are resolved, unless otherwise agreed in writing.

G. Term and Termination:
This Agreement shall remain in effect until the completion and delivery of the services described. Either party may terminate the Agreement with 30 days’ written notice. If the Client terminates the Agreement before B&T earns any applicable performance-based fees, the Client agrees to compensate B&T at 100% of its standard hourly rate (or as negotiated) for all services performed, plus any related expenses, through the effective termination date. If B&T chooses to withdraw from the engagement, its sole obligation will be to return the Client’s original documents. In such case, the Client will have no further financial obligation to B&T.

H. General:
a. This Agreement constitutes the complete and exclusive understanding between the parties regarding the services described herein and supersedes all prior proposals, communications, understandings, and agreements, whether written or oral. It shall be binding upon the transferees, successors, and assigns of both B&T and the Client. Neither party shall be held liable for delays or failure to perform obligations under this Agreement due to circumstances beyond their reasonable control. Both parties acknowledge this Agreement was negotiated at arm’s length and therefore shall not be construed against either party based on authorship. If any provision is deemed invalid under applicable law, that provision shall be considered severed, and the remainder of the Agreement shall remain enforceable.
b. Any delay or failure by either party to exercise any right under this Agreement shall not be construed as a waiver of that right. A waiver of any specific provision or breach must be in writing and signed by an authorized representative of the waiving party and shall not constitute a waiver of any subsequent breach or other provision.
c. The Client agrees to be solely responsible for any applicable sales tax due in connection with the services rendered under this Agreement.
d. B&T may, upon completion of the engagement, reference this assignment in its promotional materials, newsletters, or conversations with prospective clients, including a brief description of its objectives—unless the Client explicitly objects in writing.

I. Foreign Financial Account Reporting:
a. U.S. citizens or residents (including individuals, entities, or fiduciaries) with financial interests in or authority over foreign financial accounts exceeding $10,000 in aggregate at any time during the preceding calendar year are required to report these to the IRS. This includes individuals with control over entities with such accounts, even without direct ownership.
b. "Foreign financial accounts" include, but are not limited to, bank accounts, mutual funds, brokerage accounts, insurance policies, credit card accounts, retirement plans, and interests in foreign entities such as trusts or partnerships.
c. Required filings are due annually by April 15 and cannot be extended. Failure to comply - even unintentionally - can result in significant civil or criminal penalties.

J. Independent Contractor Relationship:
Each party is an independent contractor. Nothing in this Agreement shall be construed to establish an agency, partnership, joint venture, or other relationship between the parties. Neither party shall bind the other or act on behalf of the other in any capacity.

K. Safe Work Environment:
Where B&T personnel are required to work on Client premises, the Client agrees to ensure a safe and hazard-free environment, free from all foreseeable safety risks, discrimination, and harassment.

L. Ownership of Workpapers:
All workpapers and files generated by B&T in connection with this Agreement are the property of B&T. Upon termination and upon request, original documents provided by the Client will be returned. B&T will retain its files in accordance with its document retention policy.

M. Electronic Communication:
B&T may communicate with the Client via fax or email, including confidential information. While B&T utilizes security measures to protect such communications, it cannot guarantee security against unauthorized interception once transmitted over the internet.

N. Dispute Resolution:
a. To preserve accuracy and fairness, any claim arising from this Agreement must be filed within 24 months after service completion for ongoing clients, or 12 months for former clients, unless previously notified in writing of a specific issue.
b. Any dispute, other than those involving unpaid fees, shall first be addressed through mediation upon written request, following the rules of the American Arbitration Association or another mutually agreed neutral mediator.
c. All mediation discussions and disclosures shall be confidential and inadmissible in future proceedings unless otherwise agreed. The mediator may not serve as a witness in any subsequent litigation.
d. Mediation will conclude within 60 days unless extended by mutual consent. Each party shall bear its own expenses, and the cost of the mediator shall be shared equally. If unresolved, disputes may be brought before a court as outlined in Section O.
e. Fee-related disputes shall be resolved exclusively through binding arbitration under the American Arbitration Association's rules. Both parties waive the right to litigate such matters in court. Each party shall bear its own legal expenses, with arbitrator fees shared equally.

O. Limitation of Liability:
Unless prohibited by law, B&T’s total liability to the Client under this Agreement shall not exceed the fees paid by the Client, except where liability is judicially determined to result from B&T's intentional misconduct or bad faith. B&T shall not be liable for any consequential, incidental, special, punitive, or indirect damages, regardless of the legal basis.

P. Governing Law and Severability:
This Agreement shall be governed by the laws of the State of Texas, excluding its conflict of laws provisions. If any provision is found unenforceable, it shall be modified to the extent necessary to become enforceable, without affecting the validity of the remaining provisions.

Q. Conflicts of Interest:
B&T may represent entities and their executives or beneficiaries even where inherent conflicts exist. For example, an entity’s interests may conflict with those of its stakeholders, or fiduciary decisions may impact beneficiaries differently. The Client acknowledges these common conflicts and consents to B&T performing services for both the entity and the Client.

R. Limitations on Informal Communications:
Oral and email-based tax advice (not including formal memos) is based on limited facts and research. Decisions should not be made solely on such communications, and B&T shall not be liable for losses incurred from reliance on such communications.

S. Indemnification:

a. Except where prohibited by law, the Client agrees to indemnify and hold harmless B&T and its personnel from any claims, damages, costs, or expenses (including reasonable attorney’s fees and B&T personnel time) arising from B&T’s services, except where caused by B&T’s willful misconduct or gross negligence. This obligation survives termination of this Agreement.
b. If B&T is subject to a third-party claim for which the Client is obligated to indemnify, B&T will notify the Client promptly. If no conflict of interest exists, the Client may assume control of the defense using approved counsel, at the Client’s expense. B&T will cooperate reasonably with the Client.
c. Once the Client assumes control of a defense, it is not liable for B&T’s subsequent legal costs unless the Client relinquishes control. B&T may participate in the defense at its own expense and must approve any settlement involving remedies beyond monetary payment.