Last Updated: 11/18/2024

Welcome to Strath Management LLC (“Strath Management,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your access to and use of our accounting, bookkeeping, and tax preparation services (“Services”). By engaging our Services, you agree to be bound by these Terms. Please read them carefully.

Table of Contents

1. Acceptance of Terms

2. Our Services

3. Client Responsibilities

4. Fees and Payment

5. Confidentiality

6. Intellectual Property Rights

7. Disclaimer of Warranties

8. Limitation of Liability

9. Indemnification

10. Termination

11. Dispute Resolution

12. Governing Law

13. Electronic Communications

14. Force Majeure

15. Severability

16. Entire Agreement

17. Contact Information

1. Acceptance of Terms

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our Services.

2. Our Services

2.1 Scope of Services

Strath Management provides professional accounting, bookkeeping, and tax preparation services. The specific services to be provided will be outlined in a separate engagement letter or agreement (“Engagement Agreement”) between you and Strath Management.

2.2 Modifications to Services

We reserve the right to modify or discontinue any part of our Services at any time. We will provide reasonable notice of any material changes that may affect you.

3. Client Responsibilities

3.1 Accurate Information

You agree to provide accurate, complete, and timely information necessary for us to perform the Services. You are responsible for ensuring that all financial records, statements, and other information supplied to us are accurate and complete.

3.2 Compliance with Laws

You are responsible for complying with all applicable laws, regulations, and professional standards related to your use of our Services.

3.3 Cooperation

You agree to cooperate fully with us in the performance of the Services, including providing access to necessary personnel, records, and other information.

4. Fees and Payment

4.1 Fees

Fees for our Services will be outlined in the Engagement Agreement. All fees are subject to change upon reasonable notice to you.

4.2 Payment Terms

Payment is due upon receipt unless otherwise specified in the Engagement Agreement. Payment terms and details are disclosed in the Engagement Agreement sent to you. Accepted payment methods will also be specified.

4.3 Late Payments

Late payments may be subject to interest charges at the maximum rate permitted by Texas law. We reserve the right to suspend or terminate Services for non-payment.

4.4 Taxes

You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities related to your use of our Services.

5. Confidentiality

5.1 Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement. Confidential information includes but is not limited to financial data, business plans, trade secrets, and personal information.

5.2 Exceptions

Confidential information does not include information that is:

• Publicly available or becomes so through no fault of the receiving party.

• Already known to the receiving party before disclosure.

• Independently developed by the receiving party.

• Required to be disclosed by law, regulation, or legal process.

6. Intellectual Property Rights

6.1 Ownership

All intellectual property rights in materials, documents, and reports we provide as part of the Services are owned by Strath Management unless otherwise agreed in writing.

6.2 License

We grant you a non-exclusive, non-transferable license to use the deliverables provided solely for your internal business purposes.

7. Disclaimer of Warranties

Our Services are provided on an "as is" and "as available" basis. Strath Management disclaims all warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

8. Limitation of Liability

8.1 Exclusion of Damages

To the fullest extent permitted by law, Strath Management shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to the Services, even if advised of the possibility of such damages.

8.2 Limitation of Liability

Our total liability for any claim arising out of or relating to these Terms or our Services shall not exceed the fees paid by you to us for the specific service giving rise to the claim.

8.3 Professional Liability

We perform our Services in accordance with applicable professional standards. However, we do not guarantee any particular outcome, including tax refunds or financial results.

9. Indemnification

You agree to indemnify, defend, and hold harmless Strath Management, its affiliates, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or connected with your use of the Services or violation of these Terms.

10. Termination

10.1 Termination by Either Party

Either party may terminate the engagement at any time by providing thirty (30) days written notice to the other party.

10.2 Effect of Termination

Upon termination, you agree to pay for all Services rendered and expenses incurred up to the date of termination. We will return any of your confidential information in our possession upon request.

11. Dispute Resolution

11.1 Negotiation

The parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Services through negotiation within thirty (30) days of notice of the dispute.

11.2 Arbitration

If negotiation fails, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Cameron County, Texas, and the language of arbitration shall be English.

11.3 Waiver of Jury Trial

Both parties waive the right to a jury trial for any dispute arising out of these Terms or the Services.

12. Governing Law

These Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

13. Electronic Communications

13.1 Consent to Electronic Communications

You consent to receive communications from us electronically, such as emails, texts, and notices posted on our website. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

13.2 Electronic Signatures

You agree that electronic signatures, whether digital or encrypted, are intended to authenticate the document to which they are affixed and shall have the same force and effect as manual signatures.

14. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, pandemics, government orders, or failure of third-party services.

15. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16. Entire Agreement

These Terms, together with the Engagement Agreement and any other documents expressly incorporated by reference, constitute the entire agreement between you and Strath Management concerning the Services and supersede all prior agreements and understandings.

17. Contact Information

If you have any questions or concerns about these Terms or our Services, please contact us:

• Email: office@strathmanagement.com

• Mail: 222 N Expressway STE 155, Brownsville, TX 78521

• Phone: +1 (956) 368-1753