Terms & Conditions

These Terms and Conditions (“Terms“) are entered into by SOURCEHOV TAX, LLC d/b/a Source Advisors (“Source Advisors“), and the  individual or entity (“Client“) who engages Source Advisors through said engagement letter referencing them as incorporated (an “EL” or “Engagement Letter”). By agreeing to an Engagement Letter, the Client acknowledges and accepts these Terms in full.  If Source Advisors performs any Services prior to the parties executing an Engagement Letter, these Terms shall be effective as of the date Source Advisors began performing those Services.

1. Definitions

   1. “Advice” shall mean all advice, opinions, reports and other work product in any form (including Deliverables) provided by or on behalf of Source Advisors as part of the Services.
   2. “Confidential Information” means all non-public, proprietary information shared between the parties, including but not limited to business plans, financial data, technical information, tax returns, and other materials marked as confidential.
   3. “Deliverables” refer to all work products, reports, analyses, and any and all other outputs created by Source Advisors to be delivered to Client as part of the Services
   4. “Fee(s)” means those fees for Services stated in the applicable EL.
   5. “SA Intellectual Property” means any and all of the methods of computation, procedures, designs, drawings, models, trade secrets, know-how, source codes, software and other documentation, information, and technology utilized by Source Advisors in performing the Services (including, without limitation, if created during the performance of Services under an Engagement Letter).
   6. “Services” means the professional services Source Advisors provides as outlined in an EL.

2. Professional Services

   1. Source Advisors will perform services as described in one or more ELs. Each EL will outline the specific Services, Deliverables, and Fees for the Services to be performed.
   2. Source Advisors will perform services as an independent contractor . Client agrees that Client will not exercise any control or discretion over the technical matter or methods by which Source Advisors provides Services and otherwise performs its obligations under the EL.
   3. Unless expressly agreed otherwise in writing, each item of Advice will be deemed accepted (and the Services or relevant part completed) when such Advice has been delivered in its final form and no material objection to the Advice or its content is notified by the Client to Source Advisors in writing within fourteen (14) days of delivery or when first use of the Advice is made by or on behalf of the Client, whichever occurs first.
   4. In formulating any Advice as part of the Services, Source Advisors may discuss ideas with the Client orally or show the Client drafts of such Advice. To the extent that the content of drafts or oral Advice are expected to be finalized and confirmed to the Client in writing, such confirmed Advice shall supersede any previous drafts or oral Advice and Source Advisors shall not be responsible if the Client or others choose to rely on, act or refrain from acting on the basis of any drafts or oral Advice.
   5. Source Advisors will use its reasonable endeavors, acting in a commercially prudent manner, to carry out the Services in accordance with any timetable specified in the EL. However, it is agreed that any dates specified in the EL for the performance of any part of the Services, including delivery of any Advice, are estimated dates for planning purposes only. Source Advisors will notify the Client promptly if it expects or encounters any delays.

3. Term and Termination

   1. Term: Unless terminated sooner as set forth below, each EL shall terminate upon the completion of the Services.
   2. Termination for Convenience: Either party may terminate any EL by providing thirty (30) calendar days written notice. In addition, Source Advisors may terminate this engagement upon written notice to Client if Source Advisors determines that the performance of any part of the Services would be in conflict with law, or independence or professional
   3. Termination for Cause: Either party may terminate any EL upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) business days of notice.
   4. Date of Termination: The date of termination will be the date after the time period from the written notice.
   5. Post-Termination Obligations: Upon termination, subject to Client’s payment in full, Source Advisors will deliver any completed work to the Client. The Client will pay for all Services rendered up to the date of termination.

4. Fees and Payment Terms

   1. Fees: The Client agrees to pay Fees as outlined in each EL. Unless otherwise specified in the EL, Fees are due and payable as follows:
      • 40% retainer billing at the time the EL is executed; and
      • Balance upon submittal of the final Deliverable to Client.
      • Source Advisors will also bill and Client shall pay for out-of-pocket expenses, as well as travel and lodging in accordance with Source Advisors’ travel policy.  Client shall be responsible for any taxes imposed on the Services or on this engagement, other than taxes imposed by employment withholding for Source Advisors’ personnel or on Source Advisors’  income or
   2. Milestone Payments: Source Advisors reserve the right to require milestone payments up to 90% of the Fees in the event that projects are delayed due to non-receipt of previously requested Client information within ten (10) business days.
   3. Late Payments: If payment is not received within thirty (30) days of receipt of an invoice (a) such invoice may accrue a late charge equal to the lesser of (i) 1½% per month or (ii) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law, and (b) Source Advisors may also suspend or terminate the Services.

5. Term and Termination

   1. Use and Protection: Each party will protect Confidential Information using at least the same standard of care it uses to protect its own Confidential Information but not less than a commercially reasonable standard of care. Confidential Information will not be disclosed or used except as required to fulfill obligations under the EL and these Terms. Each party agrees to keep confidential Information it obtains regarding the business or operations of the other party and all copies of records that it makes or obtains in the course of providing or receiving, as applicable, Services under an
   2. Client Information: Source Advisors acknowledges the confidential nature of any and all Client information it obtains from Client in the course of providing Services under an EL and agrees to maintain the confidentiality of all such Client information and to refrain from using the same or disclosing Client information to any third party EXCEPT AS NECESSARY FOR PERFORMING SERVICES UNDER AN EL. At the request of the Client, Source Advisors will immediately return to the Client the information that has been received in written or other tangible form. Except as otherwise required by law, Source Advisors agrees not to retain for itself or any other party any copies or summaries of Client information unless expressly approved in writing by Client. Note that the return of all Client information will negate any and all audit support or audit service provisions contained in an EL.
   3. Exceptions: Confidential Information does not include information that:
      1. Is publicly available at the time of disclosure or becomes publicly available without breach of these Terms;
      2. Was known to the receiving party prior to disclosure;
      3. Is received from a third party without obligation of confidentiality; or
      4. Is independently developed without reliance on the disclosing party’s Confidential Information.
      5. In addition, either party shall be permitted to disclose Confidential Information, as required to be disclosed to a regulator with competent jurisdiction over such party or by compulsory process of law, provided that the receiving party will notify the disclosing party promptly upon any request or demand for such disclosure and shall cooperate with the disclosing party to preclude or minimize any such disclosure.
   4. Information Security: Source Advisors shall maintain and implement administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Client Confidential Information. These safeguards will include but are not limited to:
      1. Encryption of sensitive data during storage;
      2. Access controls ensuring that only authorized personnel have access to Confidential Information;
      3. Regular security training for employees;
      4. Routine audits and assessments of security measures.
   5. Breach Notification: In the event of a security breach resulting in unauthorized access to, or disclosure of, Client Confidential Information, Source Advisors will promptly notify the Client and provide all reasonable assistance to mitigate the impact of the breach.

6. SA Intellectual Property

   1. Ownership: All SA Intellectual Property and Deliverables created by Source Advisors during service performance remain the sole property of Source Advisors.
   2. License: Upon full payment of Fees, the Client is granted a non-exclusive, royalty-free license to use Advice and Deliverables provided to Client for internal purposes only.

7. Generative Artificial Intelligence and Machine Learning

   1. Source Advisors may utilize generative artificial intelligence (“AI”) and machine learning technologies in the course of providing Services. These technologies are employed to enhance efficiency and Deliverables while maintaining confidentiality and security. Source Advisors commits to:
      1. Utilizing commercially accepted practices to ensure Client Confidential Information is protected;
      2. Working only with partners who confirm they do not use Client Information for training or retention purposes;
      3. Ensuring that any application of AI technologies adheres to the terms outlined in the EL and these Terms and aligns with industry best practices.

8. Representations and Warranties

   1. Representations: Source Advisors represents that it is not a CPA firm nor a law firm.
   2. Source Advisors Warranties: Source Advisors warrants that Services will be provided in a professional manner consistent with industry standards.
   3. Disclaimer: EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Limitations of Liability and Indemnity

   1. IN NO EVENT SHALL SOURCE ADVISORS BE LIABLE TO CLIENT FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE COST TO COVER DAMAGES ARISING FROM LOSS OF DATA, OF USE, OF PROFITS, OR OF GOOD WILL, PROPERTY DAMAGE, LOST REVENUES, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, WHETHER OR NOT SOURCE ADVISORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THE EL OR THESE TERMS. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF SOURCE ADVISORS AND ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES, FOR ANY DAMAGES, LOSSES, OR INJURIES TO CLIENT, OR THOSE CLAIMING THROUGH THE CLIENT, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSOR OF TOTAL FEES ACTUALLY PAID BY CLIENT TO SOURCE ADVISORS UNDER THE APPLICABLE EL OR THE LIMIT OF SOURCE ADVISORS’ GENERAL LIABILITY INSURANCE TO SUCH CLAIM.
   2. Client shall indemnify and hold harmless Source Advisors from and against all third party claims, losses, liabilities and damages (including any costs, expenses and reasonable attorneys’ fees) arising from or relating to the Services, Advice or Deliverables, except to the extent finally determined to have resulted from Source Advisors’ gross negligence or intentional misconduct relating to the Services and/or Deliverables.

10. Client Additional Obligations

    1. Client shall cooperate with Source Advisors in the performance of the Services, including providing Source Advisors with reasonable facilities and timely access to data, information, and personnel of Client. With respect to the data and information provided by Client to Source Advisors or its subcontractors for the performance of the Services, Client shall have all rights required to provide such data and information, and shall do so only in accordance with applicable law and with any procedures agreed upon in writing. Client shall be solely responsible for, among other things (a) the performance of its personnel and agents; (b) the accuracy and completeness of all data and information provided to Source Advisors for purposes of the performance of the Services; (c) making all management decisions, performing all management functions, and assuming all management responsibilities; (d) designating a competent management member to oversee the Services; (e) evaluating the adequacy and results of the Services; (f) accepting responsibility for the results of the Services; and (g) establishing and maintaining internal controls, including monitoring ongoing activities.
    2. Source Advisors’ performance is dependent upon the timely and effective satisfaction of Client’s responsibilities hereunder and timely decisions and approvals of Client in connection with the Services. Source Advisors shall be entitled to rely on all decisions and approvals of Client. SOURCE ADVISORS WILL RELY UPON THE DOCUMENTATION, REPRESENTATIONS, AND OTHER INFORMATION PRESENTED AS FACTUAL BY CLIENT TO PROVIDE THE SERVICES. ANY INCORRECT INFORMATION MAY RESULT IN INACCURATE RESULTS UNDER THE SERVICES FOR WHICH SOURCE ADVISORS HAS NO LIABILITY.

11. General Provisions

    1. Amendments: Any modifications to an EL must be in writing and agreed upon by both parties. Source Advisors shall have the right to update these Terms at any time, in its sole discretion, provided however, the Terms in places as of an executed EL shall govern such EL.
    2. Assignment: Neither party may assign the duties under the EL or these Terms without prior written consent, except in connection with a merger or sale of substantially all assets.
    3. No Solicitation: Client shall not, during the term of an EL and for twelve (12) months after completion of Services under an EL employ or engage, directly or indirectly, any employee or independent contractor of Source Advisors.
    4. Force Majeure: To the extent performance by Source Advisors of any of its obligations hereunder is substantially prevented by reason of any act of God or by reason of any other matter beyond Source Advisors’ reasonable control, then such performance shall be excused, and the EL, at Source Advisors’ option, shall be deemed suspended during the continuation of such condition and for a reasonable time thereafter.
    5. Governing Law: These Terms are governed by the laws of the State of Texas without regard to conflict of law principles.
    6. Insurance: Source Advisors agrees to purchase and maintain a professional liability insurance policy to cover all claims, liabilities, losses, or damages (including attorney’s fees) with a limit of $1,000,000 suffered by Client that arises from Source Advisors’ acts or omissions during the performance of duties under the EL or these Terms. Source Advisors agrees to maintain general liability insurance as may be necessary or required in connection with the performance of its services under the applicable EL.
    7. Independent Each party hereto is an independent contractor and neither party is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative.
    8. Notices: All notices must be in writing and sent to the addresses specified in the EL.
    9. Survival: All accrued payment obligations hereunder, any remedies for breach of the EL, this Section, and Sections titled Intellectual Property, Representations and Warranties, Confidentiality, Limitation on Liability, Termination for Cause, and General will survive any expiration or termination of the EL.
    10. Claims: Neither party may assert any cause of action against the other party under the EL or these Terms that accrued more than two (2) years prior to the filing of the suit alleging such cause of action.
    11. Severance: If any provision of the EL or these Terms are held by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be severed from the EL or Terms, and any remaining provisions will continue in full force and effect.
    12. Non-Waiver: The failure by either party at any time to require performance by the other party or to claim a breach of any provision of these Terms will not be construed as affecting any subsequent right to do so.
    13. Nonexclusive: This is a non-exclusive agreement and, subject to Source Advisors’ confidentiality obligations, Source Advisors is not prevented or restricted from providing services to other clients.
    14. Entire Agreement: These Terms, together with all referenced ELs, constitute the entire agreement and supersede any prior agreements.