General Engagement Terms
Published Date: March 31st, 2026
Effective Date: April 15th, 2026
These General Engagement Terms (the “Terms”) set forth the standard legal and contractual provisions that apply to all professional services provided by Salt of the Earth CPA, LLC (the “Firm”) to any client (the “Client”), unless otherwise expressly modified in a written engagement letter or other written agreement signed by the Firm.
By signing an Engagement Letter, requesting or accepting services from the Firm, or using any Deliverables provided by the Firm, the Client acknowledges and agrees to be bound by these Terms, together with the applicable Engagement Letter, the Firm’s Invoice and Payment Policy, and any other written agreement between the Firm and the Client relating to the engagement.
Section 1: Introduction, Purpose, and Applicability
Section 1.1: Purpose of These Terms
The purpose of these Terms is to:
Provide a clear, consistent framework of Firm‑wide legal and contractual provisions that apply across all engagements;
Avoid unnecessary duplication of boilerplate language in individual Engagement Letters so that those letters can focus on the specific scope of work and fees for each engagement; and
Help ensure that both the Firm and the Client understand their respective rights and responsibilities in connection with the Firm’s services.
Section 1.2: Applicability
These Terms apply to all services the Firm may provide to any Client, including but not limited to individuals, businesses, nonprofits, and ministries.
These Terms apply to all engagements and services, regardless of type, unless a written Engagement Letter or other written agreement signed by the Firm expressly modifies or supersedes a particular provision for that specific engagement.
Section 1.3: Relationship to Engagement Letters and Other Agreements
For each engagement, the Firm may issue a written Engagement Letter describing the specific services to be provided, the fee structure, and any engagement‑specific terms.
Each Engagement Letter is read together with:
These General Engagement Terms; and
The Firm’s Invoice and Payment Policy (governing invoicing, payment, late fees, and collections).
In the event of a direct and irreconcilable conflict among documents for a particular engagement, the following order of precedence will generally apply, unless a document expressly provides otherwise:
The specific Engagement Letter for that engagement;
Any written installment or payment‑plan agreement applicable to a particular balance (for matters relating to that balance);
The Firm’s Invoice and Payment Policy; and
These General Engagement Terms.
If a particular topic is addressed in the Engagement Letter but not in these Terms, the Engagement Letter controls for that topic. If a topic is addressed in these Terms but not in the Engagement Letter, these Terms provide the governing provisions.
Section 1.4: Definitions
For purposes of these Terms:
“Firm” means Salt of the Earth CPA, LLC and its owners, employees, contractors, and authorized agents.
“Client” means the individual or entity identified as the client in the applicable Engagement Letter or, where there is no Engagement Letter, the person or entity requesting or receiving services from the Firm.
“Engagement Letter” means a written communication from the Firm that describes the specific services to be performed for the Client and the associated fee structure, and that is accepted by the Client.
“Services” means all professional services the Firm agrees to perform for the Client under an Engagement Letter or other written agreement, or as otherwise agreed in writing.
“Deliverables” means any final work product that the Firm provides to the Client as a result of the Services (for example, tax returns, financial statements, reports, or other documents), as further described in the applicable Engagement Letter.
Section 2: Nature and Scope of Services
Section 2.1: Professional Standards and Limited Scope
The Firm will perform the Services in accordance with applicable professional standards and with reasonable professional care.
The Firm’s responsibilities are limited to the Services expressly described in the applicable Engagement Letter. The Firm has no obligation to perform services that are not specifically identified or later agreed in writing, even if they are related to the same subject matter.
Section 2.2: No Assurance or Audit Unless Explicitly Agreed
Unless an Engagement Letter expressly states otherwise, the Firm’s Services do not include an audit, review, compilation, or any other form of assurance engagement.
The Firm will not express an opinion or any form of assurance on financial statements or other information unless specifically engaged to do so in accordance with professional standards.
Section 2.3: No Legal or Investment Advice
The Firm is not a law firm and does not provide legal advice or legal representation.
The Firm is not an investment advisor and does not provide investment management or securities advice.
The Client is responsible for obtaining legal advice from qualified legal counsel and investment advice from qualified investment professionals where appropriate.
Section 2.4: Changes in Law, Regulations, or Standards
Tax laws, regulations, accounting standards, and other relevant guidance may change after the Firm has completed the Services or issued Deliverables.
Unless the Firm agrees in a separate written engagement to provide ongoing monitoring or update services, the Firm has no obligation to alert the Client to subsequent changes in law or guidance that may affect prior advice, filings, or Deliverables.
Section 2.5: No Guarantee of Outcome
While the Firm will use reasonable professional efforts in performing the Services, the Firm does not and cannot guarantee any particular outcome or result, including but not limited to specific tax results, regulatory decisions, or business outcomes.
Section 3: Client Responsibilities
Section 3.1: Accurate, Complete, and Timely Information
The Client is responsible for providing the Firm with all information, documents, and explanations that the Firm reasonably requires to perform the Services.
The Client represents that all information provided to the Firm is, to the best of the Client’s knowledge, accurate, complete, and not misleading.
The Client agrees to provide information and documents in a timely manner consistent with any deadlines or timelines communicated by the Firm. The Firm is not responsible for consequences arising from delays in receiving necessary information.
Section 3.2: Internal Controls and Fraud Prevention
The Client is responsible for establishing and maintaining its own internal controls, policies, and procedures to prevent and detect fraud, error, or irregularities.
The Firm is not responsible for designing or implementing the Client’s internal controls and will not be responsible for detecting fraud or irregularities, although the Firm may communicate matters that come to its attention in the course of performing the Services.
Section 3.3: Compliance With Laws and Regulations
The Client, and not the Firm, is responsible for compliance with all applicable laws and regulations that apply to the Client’s affairs. The Firm’s role is limited to performing the Services as described in the applicable Engagement Letter.
Section 3.4: Access and Cooperation
The Client agrees to provide the Firm with reasonable access to relevant personnel, records, systems, and other information that the Firm needs to perform the Services.
The Client will cooperate with the Firm and respond promptly to the Firm’s requests for information, documents, and approvals.
Section 4: Firm Responsibilities
Section 4.1: Performance With Due Care
The Firm will perform the Services with reasonable professional care, skill, and diligence, consistent with applicable professional standards and the nature of the engagement.
Section 4.2: Reliance on Client Information
The Firm may rely, without independent verification, on information and representations provided by the Client or by third parties on the Client’s behalf, unless the Firm has reason to believe such information is incorrect or incomplete.
The Firm may ask the Client to clarify or supplement information where necessary, but the Firm is not required to audit or verify the information provided, unless the Engagement Letter specifically calls for such procedures.
Section 4.3: Communication of Material Issues
If, in the course of performing the Services, the Firm becomes aware of information that, in the Firm’s judgment, materially affects the Services or Deliverables, the Firm will communicate such information to the Client consistent with professional standards. The Firm’s communication of such matters does not expand the Firm’s obligations beyond the scope of the engagement.
Section 5: Communications and Electronic Delivery
Section 5.1: Primary Communication Channels
The Firm’s designated client portal messaging system is the primary channel for routine communications between the Firm and the Client.
The Firm also uses scheduled video calls for live discussion, planning, and more complex matters where real‑time conversation is appropriate.
These primary channels are used, among other reasons, to help centralize communications, maintain an organized record of engagement‑related discussions, and promote greater security for the transmission of confidential and sensitive information.
Section 5.2: Limited Use of Phone Calls, Text Messages, and Email
As a matter of Firm policy, phone calls, text messages, and regular email are not accepted as the primary or routine means of communication for ongoing engagements.
These channels are reserved for genuine emergencies or urgent situations in which the Client does not have practical access to the client portal or where a timely portal message is not feasible.
Communications sent by text, phone, or email may not receive as prompt or detailed a response as communications sent through the client portal.
Section 5.3: Risks of Electronic Communication
The Client understands that electronic communications (including portal messages, email, and video conferencing) involve risks such as interception, delay, data loss, or unauthorized access.
The Firm uses commercially reasonable measures to safeguard communications and data but cannot guarantee absolute security or uninterrupted access to electronic systems.
If, despite Sections 5.1 and 5.2, the Client elects to transmit documents, confidential or sensitive information, or substantive instructions through channels other than the client portal or a scheduled video call (such as standard email, text message, or unscheduled phone call), the Client acknowledges that such methods may be less secure and that, to the extent permitted by law, the Firm shall not be responsible for any interception, misdirection, unauthorized access, or loss of such communications that occurs outside of the Firm’s reasonable control.
Section 5.4: Consent to Electronic Delivery
To the fullest extent permitted by law, the Client consents to the Firm delivering communications, invoices, notices, and Deliverables electronically, including through the client portal and other Firm‑approved electronic methods.
Section 5.5: Electronic Signatures and Copies
Electronic signatures and electronic copies of signed documents (including PDFs and scanned images) are deemed equivalent to originals and are fully effective and enforceable for all purposes.
Section 5.6: Firm-Wide Informational Emails
From time to time, the Firm may send firm-wide or group informational emails to Clients (for example, to communicate policy updates, important deadline reminders, or significant changes in tax or accounting law). Such communications are intended to be general in nature and do not constitute individualized advice for any particular Client’s situation. If the Client has questions or wishes to discuss how any such announcement applies to the Client’s specific circumstances, the Client agrees to initiate that conversation through the client portal, rather than by replying directly to the informational email. The Firm may, but is not obligated to, respond substantively to replies sent directly to such firm-wide announcement emails.
Section 6: Use of Third-Party Service Providers and Technology
Section 6.1: Third-Party Platforms and Tools
The Firm may use third‑party service providers, software platforms, and tools to facilitate the performance of the Services, including for document management, client communications, electronic signatures, data storage, and video conferencing.
By engaging the Firm, the Client authorizes the Firm to use such third‑party providers in connection with the Services.
Section 6.2: Confidentiality and Security of Third-Party Providers
The Firm takes reasonable steps to use third‑party providers that are subject to obligations of confidentiality and security that are appropriate for the services they perform.
The Firm is not responsible for the acts or omissions of third‑party providers that are beyond the Firm’s reasonable control, provided the Firm has exercised reasonable care in selecting and supervising such providers.
Section 6.3: System Availability and Outages
The Firm is not liable for service interruptions, data loss, or other issues caused by the unavailability or failure of third‑party systems, internet connectivity, or other infrastructure outside the Firm’s reasonable control, so long as the Firm acts with reasonable care in its use of such systems.
Section 7: Confidentiality and Privacy
Section 7.1: Confidential Treatment of Client Information
The Firm will treat non‑public information received from the Client as confidential and will not disclose such information to third parties except as permitted in these Terms, as permitted or required by law or professional standards, or with the Client’s consent.
The Firm’s confidentiality obligations are subject to the disclosure obligations described in Section 7.2.
Section 7.2: Permitted Disclosures
The Firm may disclose Client information:
As required by law, regulation, or professional standards, including in response to subpoenas, summonses, regulatory inquiries, or other lawful demands;
To the Firm’s legal counsel, insurers, and other professional advisors, on a need‑to‑know basis, in order to obtain advice or protect the Firm’s interests, provided such parties are bound by confidentiality obligations; and
To third‑party service providers engaged by the Firm to support the Services, to the extent reasonably necessary for them to perform their functions, subject to appropriate confidentiality obligations.
Section 7.3: Use of Information
The Firm may use Client information as reasonably necessary to perform the Services, comply with legal and professional obligations, conduct quality control and training, and operate and improve the Firm’s business, subject always to applicable confidentiality and privacy requirements.
Section 7.4: Anonymized Feedback and Social Proof
The Firm deeply values client feedback. The Client agrees that the Firm may use general, non-confidential, and entirely anonymized quotes or feedback provided by the Client for marketing or promotional purposes. The Firm will never use the Client’s name, business name, or identifying details in any marketing materials without obtaining the Client’s separate, explicit written consent.
Section 8: Records, Work Product, and Retention
Section 8.1: Ownership of Client Records and Firm Work Product
The Client’s original records and source documents remain the property of the Client.
The Firm’s workpapers, internal memoranda, templates, methodologies, and tools (collectively, “Firm Work Product”) are and remain the sole property of the Firm, even if they contain or are based on information supplied by the Client.
Section 8.2: Return of Original Records
Upon completion of the Services or upon the Client’s reasonable request, the Firm will return any Client‑provided original records in its possession, subject to any applicable legal or professional obligations and subject to payment of outstanding amounts in accordance with the Firm’s Invoice and Payment Policy and applicable law.
The Firm may retain copies of Client records as part of its files, subject to confidentiality obligations.
Section 8.3: Record Retention
The Firm retains its files, including Firm Work Product and copies of certain Client records, for a period of not less than five (5) years from the end of the fiscal period in which the engagement was conducted, or for such longer period as may be required by applicable law or professional standards or as the Firm may determine in its discretion.
After the expiration of the retention period, the Firm may destroy such files in its discretion, without further notice to the Client, unless otherwise required by law.
Section 8.4: Client’s Responsibility to Retain Records
The Client is responsible for maintaining its own books, records, and copies of any Deliverables provided by the Firm. The Firm is not a permanent records custodian and does not guarantee the availability of records beyond the Firm’s retention period.
Section 9: Reliance and Third-Party Use
Section 9.1: Intended Use of Deliverables
Unless otherwise expressly agreed in writing, all Deliverables and advice provided by the Firm are intended solely for the Client’s internal use and for the specific purposes described in the applicable Engagement Letter.
Section 9.2: No Duty to Third Parties
The Firm does not assume any duty of care or responsibility to any third party that may receive or obtain access to the Firm’s Deliverables or advice.
No third party may rely on the Firm’s Deliverables or advice without the Firm’s prior written consent and a separate written agreement.
Section 9.3: Restrictions on Distribution and Modification
The Client may not distribute, reproduce, or modify the Firm’s Deliverables in a manner that suggests the Firm has provided services or opinions beyond those explicitly described in the applicable Engagement Letter.
The Client may not present the Firm’s Deliverables as having been prepared for any purpose or party other than as specified, without the Firm’s prior written consent.
Section 10: Limitation of Liability and Indemnification
Section 10.1: Limitation of Liability
To the fullest extent permitted by applicable law and professional standards:
The Firm’s total aggregate liability to the Client for any and all claims, losses, or damages arising out of or relating to a particular engagement, whether in contract, tort, or otherwise, shall be limited to the total amount of fees actually paid to the Firm by the Client for the Services provided under that engagement.
This limitation shall not apply to the extent prohibited by law or in cases of the Firm’s gross negligence or willful misconduct.
Section 10.2: Exclusion of Certain Damages
To the fullest extent permitted by law, the Firm shall not be liable to the Client for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, loss of business, or loss of data, even if the Firm has been advised of the possibility of such damages.
Section 10.3: Indemnification for Certain Third-Party Claims
The Client agrees to indemnify, defend, and hold the Firm harmless from and against any third‑party claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) the Client’s misuse or misrepresentation of the Firm’s Deliverables or advice, or (b) the Client’s failure to fulfill its responsibilities under these Terms or the applicable Engagement Letter, except to the extent such claims result from the Firm’s gross negligence or willful misconduct.
Section 11: Term, Termination, and Survival
Section 11.1: Term of Engagements
The term of each engagement begins on the effective date stated in the applicable Engagement Letter (or, if none is stated, on the date the Firm first begins performing Services for that engagement) and continues until the Services described in the Engagement Letter are completed or the engagement is terminated under Section 11.2.
Section 11.2: Termination by Either Party
Subject to any additional provisions in the applicable Engagement Letter, either the Client or the Firm may terminate an engagement at any time, with or without cause, by providing written notice to the other party.
The Firm may also suspend or terminate an engagement in accordance with its Invoice and Payment Policy if the Client fails to pay invoices when due or otherwise materially breaches its obligations.
Section 11.3: Effect of Termination
Upon termination of an engagement, the Client shall pay the Firm for all Services performed and reimbursable expenses incurred up to the effective date of termination, in accordance with the Firm’s Invoice and Payment Policy.
Termination does not relieve either party of any obligations that expressly or by their nature are intended to survive termination.
Section 11.4: Survival
The provisions of these Terms that by their nature should survive termination (terminated by either Section 11.1 or 11.2) of an engagement shall survive, including but not limited to provisions related to confidentiality, record retention, limitation of liability, indemnification, dispute resolution, and governing law.
Section 12: Dispute Resolution, Governing Law, and Venue
Section 12.1: Good-Faith Resolution and Optional Mediation
In the event of any dispute or claim arising out of or relating to the Services, the applicable Engagement Letter, these Terms, or any related matter, the parties agree to first attempt in good faith to resolve the dispute through informal discussions.
If the dispute is not resolved informally, the parties may mutually agree to participate in non‑binding mediation, with the costs of mediation shared equally, unless otherwise agreed.
Section 12.2: Governing Law
These Terms, each Engagement Letter (if any), any Services requested from or provided by the Firm, and any disputes arising out of or relating to any of the foregoing shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict‑of‑laws principles.
Section 12.3: Venue
Subject to any mediation agreement, any legal action or proceeding arising out of or relating to the Services, an Engagement Letter, or these Terms shall be brought exclusively in the state courts or federal courts located within the State of Tennessee, and the parties hereby consent to the personal jurisdiction and venue of such courts.
Section 12.4: Waiver of Jury Trial
To the fullest extent permitted by applicable law, the Client and the Firm each knowingly and voluntarily waive any right to a trial by jury in any action or proceeding arising out of or relating to the Services, an Engagement Letter, or these Terms.
Section 13: Authority, Capacity, and Multiple Parties
Section 13.1: Authority to Bind Client
The individual signing the Engagement Letter on behalf of the Client represents and warrants that they have the legal authority to bind the Client (whether an individual, spouses, organization, entity, or ministry) to the Engagement Letter and these Terms.
Section 13.2: Multiple Clients or Representatives
Where the Client consists of more than one individual or entity (for example, spouses, partners, or co‑owners), each such person or entity is jointly and severally responsible for the obligations of the Client under the Engagement Letter and these Terms, unless the Engagement Letter expressly provides otherwise.
The Firm is entitled to rely on the instructions and information provided by any one such person or by any designated representative of the Client, unless the Client notifies the Firm in writing to the contrary.
Section 13.3: Responsibility for Internal Communication
The Client is responsible for communicating internally among its owners, officers, board members, employees, and other stakeholders regarding the Services, Deliverables, and Firm communications. The Firm is entitled to rely on communications with the Client’s designated contacts and is not required to communicate separately with each individual stakeholder.
Section 14: Force Majeure
Section 14.1: Events Beyond the Firm’s Reasonable Control
The Firm shall not be liable for any delay or failure in performance of any part of the Services to the extent such delay or failure is caused by events beyond the Firm’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, public health emergencies, strikes, lockouts, labor disputes, acts of government or regulatory authorities, war, terrorism, civil disturbances, power or internet outages, or failures of third‑party systems or providers (each, a “Force Majeure Event”).
Section 14.2: Effect of Force Majeure Event
In the event of a Force Majeure Event, any applicable deadlines or time periods for performance by the Firm shall be extended for a period reasonably necessary to address the impact of the event.
The Firm will make reasonable efforts to notify the Client of any material delay caused by a Force Majeure Event and to resume performance as soon as reasonably practicable.
Section 15: Miscellaneous
Section 15.1 Amendments
Any amendment or modification to these Terms or to an Engagement Letter must be in writing (which may include electronic form) and agreed to by the Firm. The Firm may update these Terms prospectively by posting revised Terms on its website and indicating a new effective date; such revised Terms will generally apply to future engagements and Engagement Letters entered into on or after the new effective date.
Section 15.2: Assignment
The Client may not assign or transfer its rights or obligations under an Engagement Letter or these Terms without the Firm’s prior written consent.
The Firm may assign or transfer its rights and obligations to a successor firm, affiliate, or acquirer in connection with a merger, reorganization, sale of substantially all assets, or similar transaction, provided that such successor agrees to be bound by these Terms.
Section 15.3: No Third‑Party Beneficiaries
These Terms and any Engagement Letter are intended solely for the benefit of the Firm and the Client and do not confer any rights or remedies on any other person or entity.
Section 15.4: Severability
If any provision of these Terms or an Engagement Letter is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving, to the greatest extent possible, the parties’ original intent.
Section 15.5: Entire Agreement and Hierarchy of Documents
For each engagement, the Engagement Letter, these General Engagement Terms, and the Firm’s Invoice and Payment Policy together constitute the core agreement between the Firm and the Client with respect to that engagement and supersede all prior or contemporaneous oral or written communications, understandings, or agreements relating to the same subject matter, subject to the order of precedence described in Section 1.3. If the Client and the Firm enter into a separate written installment or payment‑plan agreement for a financed balance, that agreement will govern only the specific financed balance and its repayment terms, as further described in such agreement and in Section 1.3.
Section 15.6: Counterparts and Electronic Execution
An Engagement Letter and any amendments or addenda may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically (including via PDF, electronic signature platform, or similar technology) shall be deemed original signatures for all purposes.
If you have any questions about how these Terms apply to a particular engagement, please contact the Firm.
Document Revision History
v1.0 (Effective Dec 1, 2025): Original policy published.
v1.1 (Effective April 15, 2026): Added Section 7.4 (“Anonymized Feedback and Social Proof”) to clarify the Firm’s right to use de-identified client feedback for marketing purposes.