Terms of service.

Terms and Conditions

1. Scope of Services and Responsibilities

1.1 WiseWolf Integrity Books & Advisory Responsibilities

WiseWolf Integrity Books & Advisory shall perform the Services in accordance with American Institute of Certified Public Accountants (AICPA) professional standards, using reasonable professional care.  Client acknowledges that the Services are not designed to detect or prevent fraud, theft, embezzlement, internal control deficiencies, or illegal acts. Client also acknowledges that WiseWolf Integrity Books & Advisory does not provide legal, investment, actuarial, HR, or risk management advice.  WiseWolf Integrity Books & Advisory makes no representations or warranties regarding regulatory or financial outcomes as part of the performance of the Services.

1.2 Client Responsibilities

Client shall provide timely, accurate, and complete information to WiseWolf Integrity Books & Advisory, maintain internal controls, oversee the Services, monitor all financial accounts, and ensure legal compliance.

1.3 Reliance on Information Provided by Client

WiseWolf Integrity Books & Advisory may rely fully and exclusively on all information, documents, and representations provided by Client or its agents.  Client agrees that WiseWolf Integrity Books & Advisory has no duty to investigate or independently verify such information, documents and representations.

1.4 Cooperation Obligation

Client shall cooperate fully and make personnel available to WiseWolf Integrity Books & Advisory for questions, approvals, explanations, and information requests as needed in connection with the Services.

1.5 Filings, Deadlines, and Compliance

WiseWolf Integrity Books & Advisory is not responsible for tracking filing deadlines, identifying non-compliance, or monitoring prior-year compliance for Client unless expressly agreed upon between the parties.

2. Fees, Billing, and Payment Terms

2.1 Billing and Payment

WiseWolf Integrity Books & Advisory will bill you for our professional fees and out-of-pocket costs in accordance with the Engagement Letter unless otherwise agreed to in writing by WiseWolf Integrity Books & Advisory.  Payment is due upon receipt of our invoice. 

Amounts unpaid after five (5) days of the date of the invoice will accrue interest at the lower of 1.5% per month or the highest amount allowed by applicable law

2.2 Disputed Invoices

Client will have ten (10) days from the invoice date to review the invoice and to communicate to WiseWolf Integrity Books & Advisory, in writing, any disagreement with the charges, after which Client waives the right to contest the invoice.

2.3 Suspension of Services

All outstanding invoices must be paid prior to the release of the work-product(s) specified in the Engagement Letter. 

WiseWolf Integrity Books & Advisory reserves the right to suspend or terminate its work for non-payment of fees. In the event that work is discontinued, either temporarily or permanently, as a result of non-payment, WiseWolf Integrity Books & Advisory shall not be liable for any loss Client may incur as a result of the work stoppage, including penalties, interest, fines or fees assessed against Client.  In such cases, Client will assume all risk associated with its failure to meet any governmental or other deadlines.

2.4 Retainers

If the Engagement Letter requires a retainer, you agree that the retainer will be earned as WiseWolf Integrity Books & Advisory’s professional time to complete the engagement is incurred. The retainer will be applied to the final billing, and any unused balance will be refunded at the end of the Services.

2.5 Off-Boarding and Disengagement Fee

Following termination of this Agreement, Client shall pay to WiseWolf Integrity Books & Advisory an off-boarding fee equal to one month of the average monthly fees paid during the prior 12 months, excluding pass-through expenses (the “Disengagement Fee”). The Disengagement Fee is due immediately upon any termination of this Agreement.

3. Deliverables, Workpapers, and Intellectual Property

3.1 Deliverables

Client shall only use deliverables provided by WiseWolf Integrity Books & Advisory for its internal use only, unless otherwise agreed.

3.2 Workpapers

All workpapers are the exclusive property of WiseWolf Integrity Books & Advisory.  WiseWolf Integrity Books & Advisory will not be obligated to furnish work papers to Client except as required by law

3.3 Record Retention

Records and documents provided by Client to WiseWolf Integrity Books & Advisory will be presumed to be copies and not originals. In the unlikely event that WiseWolf Integrity Books & Advisory accepts original records and documents from Client, WiseWolf Integrity Books & Advisory will return such records and documents to Client at Client’s expense.  WiseWolf Integrity Books & Advisory may destroy original records and documents in accordance with its record retention policy after making a reasonable attempt to return such records and documents to Client. 

Client agrees to keep and maintain a duplicate copy of all records and documents that it provides to WiseWolf Integrity Books & Advisory. WiseWolf Integrity Books & Advisory’s copies of your records and documents are solely for WiseWolf Integrity Books & Advisory’s documentation purposes and are not a substitute for Client’s own record-keeping obligations under any applicable laws or regulations. Client is responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns and other deliverables provided to Client by WiseWolf Integrity Books & Advisory. Professional standards may preclude WiseWolf Integrity Books & Advisory from being the sole repository of Client’s original data, records, or information.

Workpapers and other items created by WiseWolf Integrity Books & Advisory to support the delivery of our services are WiseWolf Integrity Books & Advisory’s property and will remain in WiseWolf Integrity Books & Advisory’s control. WiseWolf Integrity Books & Advisory’s workpapers will be maintained by us in accordance with any applicable legal and regulatory requirements. 

WiseWolf Integrity Books & Advisory destroys workpapers and other items created by WiseWolf Integrity Books & Advisory, as well as Client-provided documents and records, in accordance with its records retention policy. Catastrophic events or physical deterioration may result in damage to or destruction of WiseWolf Integrity Books & Advisory’s records, causing the records to be unavailable before the planned destruction date as contemplated in accordance with our record retention policy. 

3.4 Intellectual Property

Client acknowledge that WiseWolf Integrity Books & Advisory owns certain proprietary methodologies, tools, templates, processes, forms, report formats, manuals, checklists, questionnaires, documents and other intellectual property (“Proprietary IP”) that WiseWolf Integrity Books & Advisory will use in the performance of the Services.  Client acknowledges that we developed the Proprietary IP prior to our association with Client and that we may develop additional Proprietary IP during the term of our engagement with the Client.  Any Proprietary IP that we develop during this engagement for Client’s use shall belong to WiseWolf Integrity Books & Advisory.  Client shall have no rights to any of Proprietary IP.  

All of the Proprietary IP which WiseWolf Integrity Books & Advisory makes available to Client are confidential and proprietary to WiseWolf Integrity Books & Advisory.  Neither Client, nor any of its agents, will copy, electronically store, reproduce or make available to anyone other than Client’s personnel, any such documents. This provision will apply to all materials whether in digital, “hard copy” format or other medium.

3.5 Artificial Intelligence & Machine-Learning Restrictions

Client will not upload any of the Proprietary IP or any WiseWolf Integrity Books & Advisory work product into artificial intelligence (AI) or machine learning (ML) systems or programs without WiseWolf Integrity Books & Advisory’s prior written consent, which WiseWolf Integrity Books & Advisory may withhold in its sole discretion.  Client acknowledges that uploading of information to AI or ML systems or programs may compromise the confidentiality of such information and Client agrees that WiseWolf Integrity Books & Advisory will not be responsible for any such breach of confidentiality. 

3.6 Reservation of Rights

WiseWolf Integrity Books & Advisory reserves all rights not granted to Client under these Terms.

4. Technology, Digital Tools, and Data Security

4.1 Technology Platforms

WiseWolf Integrity Books & Advisory may replace, modify, or discontinue any technology platform at its discretion.

4.2 AI & Automation

WiseWolf Integrity Books & Advisory will NOT use commercially available AI or ML tools to assist WiseWolf Integrity Books & Advisory in providing the Services to Client or to support the needs of WiseWolf Integrity Books & Advisory. However, we will use automation tools built into bookkeeping software. Client hereby consents to WiseWolf Integrity Books & Advisory’s use of automation tools. WiseWolf Integrity Books & Advisory makes no representations or warranties regarding the accuracy or performance of any automation tools used.

4.3 Cybersecurity

WiseWolf Integrity Books & Advisory uses commercially reasonable safeguards to protect WiseWolf Integrity Books & Advisory and Client data and information but does not guarantee complete security to Client.

4.4 Technology Downtime Safe Harbor

WiseWolf Integrity Books & Advisory will not be liable to Client for any delays in the Services caused by third-party platform outages or limitations.

4.5 Client Systems Disclaimer

WiseWolf Integrity Books & Advisory will not be responsible for issues arising from Client's systems that impact WiseWolf Integrity Books & Advisory or the Services.

4.6 Data Restoration Costs

Client shall pay and reimburse WiseWolf Integrity Books & Advisory for any data restoration it undergoes, except in such instances where loss is caused solely by WiseWolf Integrity Books & Advisory’s own gross negligence.

4.7 Electronic Communications

In the interest of facilitating the Services to Client, WiseWolf Integrity Books & Advisory may send data over the Internet, temporarily store electronic data via computer software applications hosted remotely on the Internet, or utilize cloud-based storage. In using these data communication and storage methods, WiseWolf Integrity Books & Advisory employs measures designed to maintain data security. WiseWolf Integrity Books & Advisory uses reasonable efforts to keep such communications and electronic data secure in accordance with WiseWolf Integrity Books & Advisory’s obligations under applicable laws, regulations, and professional standards.

Client recognizes and accepts that WiseWolf Integrity Books & Advisory has no control over, and is not responsible for, the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us. Client consents to WiseWolf Integrity Books & Advisory’s use of these electronic devices and applications during this engagement.

4.8 Limitations on Oral and Electronic Communications

WiseWolf Integrity Books & Advisory may discuss with Client its views regarding the treatment of certain items or decisions Client may consider.  WiseWolf Integrity Books & Advisory may also provide Client with information in a digital communication such as an email, text message or other electronic form of communication (collectively, an “Electronic Communication”).  Any advice or information delivered orally or in an Electronic Communication (rather than, for example, through a memorandum delivered as an email attachment that is a deliverable of a separate engagement) will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts may affect our analysis and conclusions.

Due to these limitations and the related risks, it may not be appropriate to proceed with a decision solely on the basis of any oral or Electronic Communication from WiseWolf Integrity Books & Advisory. Client accepts all responsibility for any liability, including but not limited to additional tax, penalties or interest resulting from Client’s decision (i) not to have WiseWolf Integrity Books & Advisory perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on an oral or Electronic Communication. The limitation in this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement. If Client wishes to engage WiseWolf Integrity Books & Advisory to provide formal advice on a matter on which WiseWolf Integrity Books & Advisory has communicated orally or by email, WiseWolf Integrity Books & Advisory will confirm this service in a separate agreement.

5. Confidentiality, Privacy, and HIPAA

In providing services to Client, WiseWolf Integrity Books & Advisory may require information that is considered confidential and may include Personally Identifiable Information (PII), i.e. information that can be used to distinguish or trace an individual’s’ identity such as address, bank account and social security information. WiseWolf Integrity Books & Advisory will maintain all client information, including PII, in accordance with the standards promulgated by the AICPA as well as applicable laws and regulations. Client assumes the risk of loss if it provides us with information, including PII, which differs from the information WiseWolf Integrity Books & Advisory requests in order to provide the Services to Client in accordance with the Terms. 

Absent a Business Associate Agreement, Client agrees not to provide any Personal Health Information (PHI) to WiseWolf Integrity Books & Advisory. Client further agrees that WiseWolf Integrity Books & Advisory is not a “Business Associate” as defined under the Health Insurance Portability and Accountability Act (HIPAA).

6. Subcontractors, Third Parties, and Referrals

6.1 Global Subcontracting Rights

WiseWolf Integrity Books & Advisory may engage subcontractors, service providers, shared services centers, fulfillment teams, or outsourced processing partners globally.  WiseWolf Integrity Books & Advisory will inform such parties of WiseWolf Integrity Books & Advisory’ obligations under the Agreement. 

WiseWolf Integrity Books & Advisory may use third-party service providers, subcontractors, or software tools (collectively, “external party” or “external parties”), to assist WiseWolf Integrity Books & Advisory where necessary to help provide the Services to Client or support the needs of WiseWolf Integrity Books & Advisory. Client consents to WiseWolf Integrity Books & Advisory’s use of external parties. WiseWolf Integrity Books & Advisory remains responsible for exercising reasonable care in providing the Services, and the Services and work product will be subjected to WiseWolf Integrity Books & Advisory’s customary quality procedures.

WiseWolf Integrity Books & Advisory may provide your confidential information to external parties in support of the Services. Client consents to the disclosure of its confidential information to those external parties. WiseWolf Integrity Books & Advisory shall use reasonably prudent business care consistent with its professional standards to prevent the unauthorized release of Client’s confidential information. 

In certain circumstances, WiseWolf Integrity Books & Advisory may require a separate, written consent from Client before its information is transmitted to an external party or parties.

6.2 Third-Party Systems

WiseWolf Integrity Books & Advisory is not liable for failures of third-party accounting, payroll, billing, banking, or SaaS services and systems and Client shall hold WiseWolf Integrity Books & Advisory harmless for such failures.

6.3 Referrals and Compensation

In the course of providing the Services to Client, Client may request referrals to products or professionals such as attorneys, brokers, or investment advisors. As a courtesy, WiseWolf Integrity Books & Advisory may identify professional(s) or product(s) for Client’s consideration. However, Client is responsible for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets Client’s needs. Client agrees that WiseWolf Integrity Books & Advisory will not oversee the activities of and has no responsibility for the work product of any professional or the suitability of any product WiseWolf Integrity Books & Advisory refers to Client or that Client separately retains. 

WiseWolf Integrity Books & Advisory may receive referral fees, commissions, incentives, or discounted pricing. Client is not required to use referred providers.

7. Government Filings, Regulatory Matters, and Compliance

Unless expressly stated in the Engagement Letter, WiseWolf Integrity Books & Advisory shall not be responsible for regulatory compliance, identifying non-compliance, ensuring Client compliance, or guaranteeing any filing outcome for Client.

8. Payment Processing, Banking Access, and Internal Controls

If WiseWolf Integrity Books & Advisory assists Client with accounts payable (AP), accounts receivable (AR), payroll, reconciliations, or payment processing:

  1. Client will retain full authority over bank accounts;

  2. Client will approve all transactions;

  3. Client will maintain internal controls;

  4. WiseWolf Integrity Books & Advisory will not be considered a fiduciary; and

  5. WiseWolf Integrity Books & Advisory will not be responsible for bank errors or financial institution failures.

Client shall indemnify and hold WiseWolf Integrity Books & Advisory harmless from all claims, loss and damages related to access to Client’s bank accounts and transactions except in the event that such claim, loss or damage has been caused solely by WiseWolf Integrity Books & Advisory’s gross negligence or willful, wanton, or aggravated misconduct.

9. Limitation of Liability and Indemnification

9.1 General Limitation of Liability (12-Month Aggregate Cap)

WISEWOLF INTEGRITY BOOKS & ADVISORY’S liability for all claims, damages, loss and costs arising from NEGLIGENT ACTS, ERRORS, OR OMISSIONS ALLEGED TO HAVE BEEN COMMITTED BY WISEWOLF INTEGRITY BOOKS & ADVISORY in the PERFORMANCE OF THE SERVICES is limited to THE TOTAL FEES PAID BY CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THIS LIABILITY.  WISEWOLF INTEGRITY BOOKS & ADVISORY’S OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ASSIGNS (COLLECTIVELY “STAKEHOLDERS”) HAVE NO PERSONAL LIABILITY FOR THE SERVICES. 

9.2 Crime-Policy Limitation of Liability 

WiseWolf Integrity Books & Advisory’s liability for misappropriation, unauthorized payments, or similar loss caused by or through WiseWolf Integrity Books & Advisory’s employees is limited to WiseWolf Integrity Books & Advisory’ available insurance coverage.  Additional coverage may be purchased through WiseWolf Integrity Books & Advisory’s insurance agent, at Client's expense.

9.3 Exclusion of Consequential Damages

Notwithstanding anything to the contrary in this Agreement, WISEWOLF INTEGRITY BOOKS & ADVISORY AND THE STAKEHOLDERS shall not be liable for any lost profits, indirect, special, incidental, punitive, consequential, OR SIMILAR damages, TO THE EXTENT SUCH DAMAGES MAY BE LAWFULLY LIMITED OR EXCLUDED, of any nature even if we have been advised by you of the possibility of such damages.

9.4 Indemnification

The following is applicable to audit and attest engagements only:

Client agrees to indemnify, defend and hold WiseWolf Integrity Books & Advisory harmless from any and all claims, damages, loss and costs which arise from misrepresentations by Client to WiseWolf Integrity Books & Advisory, or intentional withholding or concealment of information from WiseWolf Integrity Books & Advisory by Client. Client also agrees to indemnify WiseWolf Integrity Books & Advisory for any claims made against WiseWolf Integrity Books & Advisory by third parties, which arise from any of these actions by Client’s management. The provisions of this paragraph shall apply regardless of the nature of the claim.

The following is applicable to non-attest engagements only:

Client agrees to indemnify, defend, and hold harmless WiseWolf Integrity Books & Advisory and Stakeholders with respect to any and all claims made by third parties arising from this engagement, regardless of the nature of the claim, and including the negligence of any party, excepting claims found to have arisen from the gross negligence, willful misconduct, or intentional acts of WiseWolf Integrity Books & Advisory.

The following is applicable to audit, attest, and non-attest engagements:

Client will not be required to indemnify or hold WiseWolf Integrity Books & Advisory harmless where such claims or harm were caused solely by WiseWolf Integrity Books & Advisory’s gross negligence or willful misconduct. Any Client indemnification is not subject to the limitation on liability.

9.5 Reimbursement of Legal Fees Related to Client Misconduct

Client shall reimburse WiseWolf Integrity Books & Advisory for all legal fees, subpoena-response costs, document preservation costs, expert fees, and professional time incurred as a result of Client misconduct, fraud, non-compliance, or misrepresentation.

10. Dispute Resolution and Governing Law

10.1 Mediation Requirement

If a dispute arises out of or relates to this Agreement, including the scope of the Services contained herein, or the breach thereof, and it cannot be settled through negotiation between the parties, then the parties agree first to try to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under the AAA Accounting and Related Services Arbitration Rules and Mediation Procedures before resorting to arbitration, litigation, or any other dispute resolution procedure. The mediator will be selected by WiseWolf Integrity Books & Advisory. The mediation will be conducted in Massachusetts.

The mediation will be treated as a settlement discussion and, therefore, all discussions during the mediation will be confidential. The mediator may not testify for either party in any later proceeding related to the dispute. No recording or transcript shall be made of the mediation proceedings. The costs of any mediation proceedings shall be shared equally by all parties. Any costs of legal representation shall be borne by the hiring party.

This provision shall not apply to any dispute of fees owed, billed or due.

10.2 Governing Law and Venue

In the event of a dispute, the courts of the Commonwealth of Massachusetts will have exclusive jurisdiction, and all disputes will be submitted to Lawrence District Court unless such court does not have jurisdiction in which case the dispute will be submitted to Essex County Superior Court. The parties also agree that the law of the Commonwealth of Massachusetts, except for laws governing the choice of law, shall govern all such disputes.

10.3 Jury Trial Waiver

Both parties waive any right to a trial by jury.

10.4 Statute of Limitations

Client agrees that any claim arising out of this Agreement shall be commenced within two (2) years from the date of the applicable deliverable, regardless of any longer period of time for commencing such claim as may be set by law. A claim is understood to be a demand for money or services, the service of a suit, or the institution of any proceeding against us.

11. Miscellaneous

11.1 Independent Contractor

When providing services to Client, WiseWolf Integrity Books & Advisory will function as an independent contractor and in no event will WiseWolf Integrity Books & Advisory or any of its employees be an officer of Client, nor will our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to Client.

Our obligations under this Agreement are solely obligations of WiseWolf Integrity Books & Advisory, and no Stakeholder shall be subjected to any personal liability whatsoever to you or any person or entity, except for willful acts of fraud and misrepresentation on the part of a WiseWolf Integrity Books & Advisory employee.

11.2 Assignment

Client acknowledges and agrees that the obligations and responsibilities of this Agreement cannot be assigned to any third party without WiseWolf Integrity Books & Advisory’s prior written consent. WiseWolf Integrity Books & Advisory may freely assign this Agreement to any affiliate, successor, purchaser, or service provider. This Agreement has been entered into solely between the parties, and no third-party beneficiaries are created hereby.

11.3 Force Majeure

Neither party shall be held liable for any delays resulting from circumstances or causes beyond either party’s reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease Control and Prevention, or any law, order or requirement of any governmental agency or authority. However, no Force Majeure event shall excuse Client of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under this Agreement.

11.4 Electronic Signatures

Each party hereto agrees that any electronic signature intended to replicate a written signature shall be presumed valid, and we may reasonably rely upon it. For purposes hereof, “electronic signature” includes, but is not limited to, a scanned copy of a manual signature, an electronic copy of a manual signature affixed to a document, a signature incorporated into a document utilizing touchscreen capabilities, or a digital signature. Documents may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement.

11.5 Severability

If any portion of this Agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms set forth in this Agreement.

11.6 Litigation Hold Requirement

Client shall reimburse WiseWolf Integrity Books & Advisory for all costs of document preservation, storage, legal review, and professional time required by litigation holds or regulatory inquiries relating to Client.

11.7 Entire Agreement

This Agreement, including the Terms and any addendum(s), represents the entire agreement of the parties and supersedes all previous oral, written or other understandings and agreements between the parties. We may make any additions, deletions, or modifications to this Agreement and the same shall be communicated in writing or over an email and the same shall be part of this Agreement. 

11.8 Survivability

The following sections of the Terms shall survive termination of the Agreement: Section 9 and Section 10.

11.9 Notice

All notices, statements and requests for approvals (each a “Notice”) that either party is required or may desire to give to the other party shall be given in writing via email or to the address mentioned below. We will use the email address and physical address you mentioned while signing up or the service confirmation for this Agreement. The email address for WiseWolf Integrity Books & Advisory is info@wisewolfintegrity.com or at such other email address as may be designated in a notice to you. The mailing address for WiseWolf Integrity Books & Advisory shall be:

636 Levee Drive, Moncks Corner, SC, 29461

Notices shall be made by personal delivery, courier, email or by certified U.S. mail, return receipt requested, postage prepaid. Notice shall be deemed given on the date of delivery to the other party.