Scope of Services

Consultant provides independent CFO, bookkeeping, accounting support, financial reporting, budgeting, forecasting, and general financial consulting services as agreed upon in writing with the Client (“Services”). Specific deliverables, timelines, and fees will be outlined in a separate engagement letter, proposal, or written agreement, which shall be incorporated by reference into these Terms.

Professional Status & Service Limitations

The Consultant operates as an international financial advisory specialist and holds the status of an ACCA Affiliate Member. Client acknowledges and agrees that the Consultant is not a Certified Public Accountant (CPA) and is not licensed by the Illinois Department of Financial and Professional Regulation (IDFPR) or any other state level Board of Accountancy. In accordance with jurisdictional regulations, Consultant does not provide "Public Accounting" services. The scope of engagement strictly excludes:

• Statutory Audits or Interim Reviews.
• Formal Compilations or Attestation services.
• Assurance engagements of any nature.

Any financial summaries, models, or reports generated during the engagement are engineered specifically for internal management decision making. These deliverables might not be prepared in accordance with the specific reporting standards required for third party reliance and should not be distributed to external lenders, investors, or regulatory bodies as certified documents.

No Legal Advice

Consultant is not an attorney and does not provide legal advice or legal services.

Consultant does not provide tax advice intended to be relied upon for compliance with federal, state, or local tax laws. Any tax related discussions are general and informational only. In instances where the Consultant assists with tax filings, such services are limited strictly to the ministerial act of filing. This does not include, nor should it be construed as, an audit, review, or any form of assurance regarding the accuracy or completeness of the underlying statements or records provided by the Client.

Client is solely responsible for consulting with:

• A licensed attorney for legal matters.
• A licensed CPA or enrolled agent for tax matters.

Independent Contractor Relationship

Consultant is an independent contractor, not an employee, partner, fiduciary, or agent of the Client. Nothing in these Terms or any engagement creates:

• A partnership.
• A joint venture.
• A fiduciary duty.
• An employment relationship.

Client Responsibilities

Client agrees to:

• Maintain proper internal controls.
• Review all deliverables for accuracy.
• Retain original records and supporting documentation.
• Make all final business and financial decisions.
• Provide accurate, complete, and timely information.

The Consultant shall be entitled to rely upon all information, data, and documentation provided by the Client without the obligation of independent verification. The Client warrants that all data provided is accurate, complete, and current. The Consultant shall bear no responsibility or liability for any errors, omissions, or delays in the Services resulting from incorrect, incomplete, or misleading information provided by the Client.

No Guarantees

Consultant makes no guarantees or warranties, express or implied, regarding:

• Financial outcomes.
• Profitability.
• Tax savings.
• Business success.
• Compliance with laws or regulations.

Services are provided on an “as is” and “as available” basis.

Limitation of Liability

To the maximum extent permitted by Illinois law, Consultant’s total liability for any claim arising out of or related to the Services - whether in contract, tort, negligence, or otherwise - shall not exceed the total fees paid by Client to Consultant in the sixty (60) days preceding the event giving rise to the claim.

In no event shall Consultant be liable for:

• Lost profits.
• Lost revenue.
• Business interruption.
• Loss of data.
• Consequential, incidental, special, or punitive damages.

Indemnification

Client agrees to defend, indemnify, and hold harmless Consultant from and against any claims, damages, liabilities, penalties, or expenses (including reasonable attorneys’ fees) arising from:

• Client’s misuse of Services or deliverables.
• Inaccurate information provided by Client.
• Incomplete information provided by Client.
• Client’s failure to comply with laws or regulations.
• Third-party reliance on Consultant’s work product.

Confidentiality

Consultant will use reasonable efforts to maintain the confidentiality of Client information. Confidentiality does not apply to information that:

• Is publicly available.
• Is independently developed.
• Is required to be disclosed by law or court order.

The Client acknowledges and agrees that electronic communications, including the transmission of data, documents, and messages, are not inherently or completely secure. The Client expressly understands that this risk extends to the use of common email providers and cloud transfer services, including but not limited to Gmail, Outlook, Yahoo, iCloud, Dropbox, Google Drive, WeTransfer and similar providers. The Client recognizes that these are third-party services operating independently of the Consultant. Consequently, the Consultant’s professional responsibilities and liabilities are strictly separate from the security protocols, uptime, or data breaches associated with these third-party providers. The Consultant shall not be held liable for any unauthorized access, data loss, or intercepted communications resulting from the use of these platforms.

Termination

Either party may terminate Services at any time upon written notice. Client remains responsible for payment of all Services rendered and expenses incurred up to the termination date. No refunds are provided for Services already performed.

Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict-of-law principles. Any legal action shall be brought exclusively in the state or federal courts located in Cook County, Illinois.

Entire Agreement

These Terms, together with any engagement letter or written agreement, constitute the entire agreement between the parties and supersede all prior discussions or understandings. Any amendments must be in writing and signed by both parties.

Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgment

By engaging Consultant’s Services, Client acknowledges that:

• Consultant does not provide legal services.
• Consultant does not provide assurance services.
• Consultant does not provide attestation services.
• Client assumes full responsibility for all business and financial decisions.