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Retainer Agreement

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Effective Date: June, 9th 2024

This Retainer Agreement ("Agreement") is made between Buggs Tax & Accounting LLC ("Service Provider") and [Client Name] ("Client").

 

1. Services Provided

Service Provider agrees to provide accounting, tax, financial coaching, and/or marketing services as described in the attached contract. These services will be performed with due professional care and in accordance with applicable professional standards. The specific scope of services, deliverables, and timelines will be detailed in the attached contract, which is incorporated into this Agreement by reference.

 

2. Payment Terms

All payments are due at the time of service as outlined in the contract terms. No refunds will be provided under any circumstances. Client agrees to pay all invoices promptly in accordance with the terms specified in the contract. In the event of late payment, Service Provider reserves the right to charge interest on overdue amounts at the maximum rate permitted by law and to suspend services until payment is received.

  • Retainer Fees: Client agrees to pay a non-refundable retainer fee upon execution of this Agreement. This retainer fee is a prepayment for services and is not refundable under any circumstances.

  • Additional Charges: Any additional services requested by the Client that are not covered under the initial scope of work will be billed separately and must be paid in full before the commencement of such services.

  • Payment Methods: Payments can be made via check, credit card, or electronic funds transfer. Additional fees will apply for any credit card payments. Cash payments can be accepted in the form of cashier's check or money order only. No physical cash will be accepted on-site.

  • Payment Details: All payment details will be provided in the invoice.

  • Due Dates: Any invoice for services paid partially up front is due within 15 days of the invoice date. All other services are due upon receipt.

 

3. Limitation of Liability

Service Provider shall not be liable for any direct, indirect, incidental, special, or consequential damages arising from the use of our services. This includes, but is not limited to, any loss of data or profits arising out of the use or inability to use the services, or any reliance placed by you on the completeness, accuracy, or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the services. Client agrees that Service Provider's total liability for any claims related to the services provided shall not exceed the amount paid by the Client for those services.

 

4. Client Responsibilities

Client agrees to provide all necessary information and documentation in a timely manner and to cooperate fully with Service Provider. Failure to provide such information may result in delays, errors, or inability to provide the services.

  • Accuracy of Information: Client is responsible for the accuracy and completeness of all information provided to Service Provider. Any errors or omissions in the information provided by the Client may impact the quality and timeliness of the services.

  • System Security: Client agrees to maintain the security of their own systems and to use secure methods for transmitting sensitive information to Service Provider. This includes using strong passwords, encryption, and other security measures to protect their data.

  • Compliance: Client must comply with all relevant laws and regulations in relation to the services provided. Failure to comply may result in termination of services and legal action.

 

5. Termination

Clients must provide a 15-day written notice to terminate this Agreement.

Service Provider reserves the right to terminate services at any time if the Client fails to comply with the terms of this Agreement. Upon termination:

  • Outstanding Fees: All outstanding fees and charges become immediately due and payable.

  • Forfeiture of Pre-Paid Fees: Any pre-paid fees for services not yet rendered will be forfeited.

  • Return of Materials: Both parties agree to return any materials or property belonging to the other party within 30 business days of termination.

 

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be resolved exclusively in the state or federal courts located in Missouri.

 

7. Arbitration Agreement

Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Missouri before one arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.

  • Arbitration Process: The arbitration shall be conducted in English, and the arbitrator shall apply the laws of the State of Missouri. Each party shall bear its own costs and fees associated with the arbitration, unless the arbitrator determines that such allocation is inequitable.

  • Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

 

8. No Refund Policy

All fees and charges are non-refundable, and services rendered are non-cancelable once agreed upon. This policy applies to all payments made, including retainer fees, service fees, and any other charges. By entering into this Agreement, Client acknowledges and agrees to this no refund policy and understands that they are not entitled to any refunds under any circumstances.

 

9. Indemnification

Client agrees to indemnify, defend, and hold harmless Buggs Tax & Accounting LLC, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with:

  • Client's Use of Services: Any use or misuse of the services provided by Buggs Tax & Accounting LLC.

  • Breach of Agreement: Any breach of this Agreement by the Client.

  • Violation of Laws: Any violation of applicable laws or regulations by the Client.

 

10. Entire Agreement

This Agreement, together with the Terms of Use, Code of Conduct, Privacy Policy, and the engagement letter, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the services provided. Any modifications or amendments to this Agreement must be in writing and signed by both parties.

 

11. Severability

If any provision of this Agreement, or any other agreement between the parties, is held to be invalid, illegal, or unenforceable in any jurisdiction, the remaining provisions shall remain in full force and effect. Any invalid, illegal, or unenforceable provision shall be deemed modified to the extent necessary to make it valid, legal, and enforceable.

 

12. Waiver

No waiver by either party of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure to enforce or exercise any provision of this Agreement shall not constitute a waiver of that right or provision.

 

13. Force Majeure

Service Provider shall not be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, labor disputes, and governmental actions.

 

14. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given:

  • Upon Receipt: When delivered by hand, with written confirmation of receipt.

  • By Certified Mail: When sent by certified or registered mail, return receipt requested, postage prepaid.

  • By Email: When sent by email, with confirmation of transmission, to the address specified in the contract or to such other address as either party may designate by written notice to the other party.

 

15. Confidentiality

Both parties agree to maintain the confidentiality of any confidential or proprietary information disclosed during the term of this Agreement. Confidential information includes, but is not limited to, business plans, financial information, customer data, and proprietary technology. This obligation of confidentiality shall survive the termination of this Agreement.

 

16. Assignment

Client may not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of Service Provider. Any attempted assignment without such consent will be null and void. Service Provider may assign or transfer its rights and obligations under this Agreement without Client's consent.

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17. Acknowledgment

By using Buggs Tax & Accounting LLC’s services, you acknowledge that you have read, understood, and agree to be bound by this Retainer Agreement. You also acknowledge that you have had the opportunity to seek independent legal advice prior to entering into this Agreement.

 

Contact Information

For any questions or concerns regarding these policies, please contact us at:

This Agreement is effective as of the date first above written and shall remain in effect until terminated in accordance with its terms.

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