Dear Client

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We appreciate the opportunity to provide services to you.  

This Engagement Letter and Service Agreement (this "Agreement") is to confirm our understanding of the terms and objectives of our engagement, as well as the nature and limitations of the services we will provide.

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Engagement
Blue Spark Enterprises Inc has been asked to provide accounting services as outlined in the services section of this letter.  This Agreement includes all services provided by our firm unless otherwise noted.

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Documents and Information Required
It is your responsibility to provide all the documents and information required for the completion of services with Blue Spark Enterprises Inc. You agree that effective communication can only occur if you give Blue Spark Enterprises Inc efficient access to your financial documents, records, and information and if you are responsive to questions we ask about the information you provide.

To complete the services, Blue Spark Enterprises Inc must obtain specific documents. If documents are not provided in a timely manner, the timeframe to complete the service will be extended accordingly. 

Please note that other documents may be required during the course of this engagement in addition to those listed in the service description.  Failure to provide additional requested documents in a timely manner may extend the completion timeframe accordingly.

 

Client acknowledges and agrees that failure by the client and/or their representatives to provide the requested documentation and/or records within 120 days of the requested date waives the obligation of Blue Spark Enterprises Inc to fulfill their obligation to render all related services.  Client also acknowledges and agrees that in the event the client and/or their representatives fail to provide requested documentation and/or records within 120 days of the requested date that Blue Spark Enterprises Inc is under no obligation to provide a refund, either partial or full, for any services that are unable to be completed due to missing documentation or records.

 

You should retain all documents and all other material data that form the basis of your financial information. You also represent and agree that you are sole custodian of the original documents and data. Your original documents and data comprise the backup and support for your financial reports and tax filings. Our records and files are our property and not a substitute for your own records. Our firm destroys client files after a retention period based on federal, state, and local regulations. Files may not be available prior to this date depending on the file type, client status, and other factors. Also, catastrophic events, physical deterioration, or other events may result in our records being unavailable.  Our firm retains the right to refuse to provide records to prior clients.  

 

In connection with this engagement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

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Fees
Client acknowledges and agrees that we are not required to continue work in the event of failure to pay on a timely basis for services rendered as required by this Agreement. The client further acknowledges and agrees that in the event we stop work or withdraw from this engagement as a result of the client’s failure to pay on a timely basis, Blue Spark Enterprises Inc shall not be liable for any damages that occur as a result of ceasing to render services.  Blue Spark Enterprises Inc is under no obligation to provide a refund, either partial or full, for any services that have been terminated or paused due to failure to pay.  

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Referral Fees and Commissions
Client acknowledges that in some instances Blue Spark Enterprises Inc may receive referral fees, commissions, or participate in other revenue sharing opportunities with vendors, service providers, and/or software companies.  These funds are not tied to the outcome of tax refunds, tax credits, claims, or any other actions prohibited by IRS Circular 230.  These funds do not impact the recommendation of these vendors, service providers, and/or software companies.  Blue Spark Enterprises Inc may pay a referral fee to outside parties in certain instances. 

 

Scope and Limitations
We may provide reports which contain portions of financial information. These reports are limited to information that are the representations of management. We will make no attempt to adjust the records to reflect generally accepted accounting principles (GAAP). We will not provide any financial statements other than those reports which are used for internal management purposes and tax purposes. These reports are not intended for third-party use.

 

We will not perform any compilation, review, or audit of any of the financial information. We have not been requested to discover errors, misrepresentations, fraud, illegal acts, or theft, and therefore, have not included any procedures designed or intended to discover such acts. You agree we have no responsibility to do so.

 

We will not provide comfort letters, assurance products, or any statement on financial position or health to banks, lenders, or other third parties.

 

We do not at any time provide legal services of any type.

 

Security
Our firm takes security very seriously.  Blue Spark Enterprises Inc maintains a security plan which is updated annually or as needed.  As part of our security plan we will not provide Client information to third parties such as lenders, banks, and other third parties without written approval.  In the event that a third party initiates communication with Blue Spark Enterprises Inc regarding

Client we will respond without providing confirmation of client status at our firm.  Our firm may reach out to you to get permission to communicate with third parties, however we will not do so in all cases.  

 

Blue Spark Enterprises Inc cooperates with law enforcement agencies during criminal investigations and Client acknowledges that written permission is not required for Blue Spark Enterprises Inc to do so.  

 

Blue Spark Enterprises Inc may also cooperate with legal proceedings of other nature such as civil matters as we see fit.  

 

Employees, Contractors, and Third Party Companies
Blue Spark Enterprises Inc reserves the right to hire employees, contractors, and third party companies to provide services, software, security, and other items used in the course of providing services to Client. Client agrees that as part of the course of providing services Blue Spark Enterprises Inc may disclose information to these individuals and companies including, but not limited to, personal and financial information.

 

Taxpayer Monitoring
Client accepts responsibility for confirming that payments scheduled by our firm to federal, state, or local agencies, and/or third parties are received and applied properly.  In the event that the payments are not received or applied properly it is Client's responsibility to remedy the issue and pay any corresponding penalties and interest.

 

Communication from the IRS, State, and Local Agencies and Other Third Parties
Client may receive communication from various third parties including the IRS, state or local taxing agencies, and other third parties. Blue Spark Enterprises Inc is not obligated to assist Client with these communications unless it is specifically listed in the service description. Blue Spark Enterprises Inc reserves the right to charge an additional fee for any communications with third parties.

 

Termination of Engagement
Either party may terminate this relationship with thirty (30) days written notice to the other, including email notification, provided that such notice has been received.

 
During the 30-day termination period, projects in process shall be completed if possible, and no other work shall be undertaken unless the parties agree in writing to specific terms for the additional work. 

 

Upon termination of this engagement access to the client portal and records will be revoked. Upon written request from the client Blue Spark Enterprises Inc may choose to restore access to the client portal and/or records for a fee which is to be paid up front by the client at the discretion of Blue Spark Enterprises Inc.  Blue Spark Enterprises Inc reserves the right to refuse access to the client portal and/or records when requested.  

 

Limit of Liability
Client hereby agrees that Blue Spark Enterprises Inc’s total liability for any breach of this Agreement, for any failure to perform any term of this Agreement, for any claims relating to or arising out of its performance of this Agreement, and for its own ordinary or gross negligence in any aspect of its relationship with Client, regardless of form of action, shall be limited to the most recent amount billed for services agreed to hereunder as its exclusive remedy.  

 

Client agrees that it shall not make any claim against Blue Spark Enterprises Inc beyond such amount of monthly account, and Blue Spark Enterprises Inc may rely on this paragraph as a complete bar to any such claim. 

 

More specifically, Client agrees that Blue Spark Enterprises Inc is not, and shall not be deemed to be, liable for any losses resulting from advice provided by them or either of them, or from work done by them, or for loss of profits of Client or of any other party which may flow therefrom, whether it be direct or incidental, whether or not they have been advised of the possibility of such damages, and Client acknowledges and agrees to the same hereto.

 

Neither party may bring any action arising out of the services described in this Agreement, regardless of form, more than one year after the date of the last services provided.

 

Client accepts responsibility for ensuring that all deadlines are met and all taxes are paid in a timely manner.  All penalties, interest, and other fees associated with Client tax, legal, and other obligations of the Client are the responsibility of the Client.  

 

Indemnification
As an additional consideration for Blue Spark Enterprises Inc to provide Client these services, Client agrees to release, indemnify, defend, and hold harmless Blue Spark Enterprises Inc, its partners, officers, directors, members, employees, and agents from and against any and all claims, demands, suits, liabilities, losses, costs, and expenses (including attorneys’ fees) arising out of or in connection with any known misrepresentations or fraud participated in by management, any employees, or any representatives of Client or such errors resulting from incomplete or inaccurate information provided by management, any employees, or any representatives of Client, and such indemnity shall not be limited to the term of this Agreement but shall be ongoing even after its termination.

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Governing Law
Blue Spark Enterprises Inc and Client both agree that regardless of where the client is domiciled and regardless of where this Agreement is physically signed, this Agreement shall have been deemed to have been entered into at Blue Spark Enterprises Inc’s office located in Clark County, OH, USA and Clark County, OH, USA shall be the exclusive jurisdiction for resolving disputes related to this Agreement. This Agreement shall be interpreted and governed in accordance with the Laws of Ohio.

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Complete Agreement
This Agreement is contractual in nature, and includes all relevant terms that will govern the engagement for which it has been prepared. The terms of this Agreement supersede any prior oral or written representations or commitments by or between the parties.

 
Any material changes or additions to the terms set forth in this Agreement will only become effective if evidenced by a written amendment to this Agreement, signed by all parties. If any provision of this Agreement is determined to be unenforceable, all other provisions shall remain in force.

 

This Agreement is fully and voluntarily entered into by both parties. Each party states that he, she, or it has read this Agreement, has obtained advice of counsel if he, she, or it so desired, understands all of this Agreement, and executes this Agreement voluntarily and of his, her, or its own free will and accord with full knowledge of the legal significance and consequences of this

Agreement.

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By purchasing a subscription and/or service from Blue Spark Enterprises Inc Client acknowledges and agrees to this Agreement.

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