Master Engagement Terms & Conditions

Effective Date: 2/16/2026

These Master Engagement Terms & Conditions apply to all professional services provided by 406 Consulting LLC unless superseded by a separately executed written agreement.

By signing a proposal, requesting services, accepting delivery of services, or remitting payment, Client acknowledges and agrees to be bound by these Terms.

ENGAGEMENT LETTER

This engagement letter and the accompanying proposal (the “Proposal”) constitute an agreement between {{practice.name}} (“406 Consulting,” “we,” “our,” or “us”) and (“Client,” “you,” or “your”).

The individual signing the Proposal represents and warrants that they are authorized to bind {{client.name}} and any Covered Entities identified in the Proposal.

This agreement describes the terms and conditions governing the professional services provided by 406 Consulting.

By signing the Proposal through Ignition, requesting services, or remitting payment, Client agrees to be bound by these Terms and Conditions.

1. Purpose, Scope, and Nature of Services

406 Consulting LLC will provide professional financial and accounting-related services as described in the attached proposal (the “Services”).

We will perform only the services expressly listed and only for the periods indicated. No other services are included unless agreed upon in writing.

This engagement does not constitute an audit, review, compilation, fraud examination, legal service, tax representation, or regulatory compliance engagement unless explicitly stated in writing.

Client is responsible for reviewing and approving all classifications, journal entries, payroll summaries, reports, and filings prepared by our firm.

These Terms apply to Proposal #{{proposal.reference}} dated {{proposal.commencement_date}}, and to any additional services requested or authorized by Client unless superseded by a later written agreement.

2. Covered Entities; Authorized Signer; Joint Responsibility

Client acknowledges that services under this engagement may be performed for one or more related entities, including subsidiaries, commonly owned entities, disregarded entities, affiliated companies, or successor entities (“Covered Entities”).

By signing this agreement, the individual executing this engagement represents and warrants that they have authority to bind:

The signing entity; and
Any Covered Entity for which services are requested, authorized, or accepted.

Client agrees that:

All services performed for any Covered Entity at Client’s request shall be governed by this agreement;
Client and all Covered Entities shall be jointly and severally responsible for all fees, obligations, and liabilities arising from services performed under this engagement;
Client may not avoid payment or enforcement of this agreement by asserting that services were performed for a separate entity that did not separately execute this agreement.

Client agrees to disclose all entities for which services are requested and to notify 406 Consulting LLC of any changes in ownership or structure.

3. Scope Changes; Supplemental and Out-of-Scope Services

Client acknowledges that, dduring the course of an ongoing engagement, circumstances may arise requiring additional assistance, clarification, or services beyond the stated scope.

If Client requests, authorizes, or knowingly accepts any services outside the described scope—whether or not a revised engagement letter, change order, or updated proposal is executed—Client agrees that:

Such services shall be deemed part of this engagement and governed by all terms of this agreement, including payment obligations, dispute procedures, limitation of liability, indemnification, and jurisdiction provisions;
Such services may be billed at 406 Consulting LLC’s standard hourly rates or other mutually agreed pricing;
The performance of such services does not expand or permanently modify the recurring scope unless expressly agreed to in writing;
Performance of additional services shall not constitute a waiver of any rights under this agreement.

If service requirements materially change due to increased transaction volume, payroll complexity, employee count, reporting needs, prior-period corrections, system changes, delayed information, or expanded workload, 406 Consulting LLC reserves the right, at its sole discretion, to:

Adjust recurring fees prospectively;
Invoice additional services at standard hourly rates; and/or
Require execution of a revised engagement prior to continuation of expanded services.

All professional services performed by 406 Consulting LLC during the term of the relationship are governed by this agreement unless superseded by a later written agreement signed by both parties.

4. Period of Engagement and Termination

This engagement begins upon acceptance and continues until terminated in writing by either party.

Upon termination, Client agrees to pay for all services performed through the termination date. Any deposits or retainers may be applied to outstanding balances.

406 Consulting LLC reserves the right to suspend or terminate services immediately for:

Nonpayment
Material breach
Noncooperation
Abusive or inappropriate conduct
Repeated failure to provide required information

Suspension or termination does not relieve Client of payment obligations for services performed or committed prior to suspension.

5. Fees; Fixed Pricing; Hourly Services

Client’s fees may include one or more of the following billing structures, as selected and described in the accompanying proposal:

Fixed recurring monthly fees (retainers)
Fixed project-based fees
Hourly billing for supplemental, out-of-scope, or additional services

Client acknowledges that fees are based on the scope, complexity, volume, and timing assumptions reflected in the proposal, and not solely on the amount of time spent in any particular month.

Fixed Monthly Retainers (If Applicable)

Where services are provided under a fixed monthly retainer:

The retainer represents a recurring fee for access to and performance of the agreed scope during the applicable billing period;
The retainer is not a bank of prepaid hours unless expressly stated in writing;
Unused capacity, time, or services do not carry forward or accumulate;
The monthly fee is earned as services are made available and performed during the billing period.

Fixed Project Fees (If Applicable)

Where services are provided under a fixed project fee:

The fee applies only to the defined scope and deliverables described in the proposal;
Project fees are based on assumptions regarding complexity, responsiveness, and completeness of Client-provided information;
Additional work outside the stated scope will be billed separately unless otherwise agreed in writing.

Hourly and Supplemental Services

Client acknowledges that additional services may arise outside the original scope, including but not limited to:

Cleanup or reconstruction of prior-period records
Responding to notices, audits, or third-party inquiries
Additional payroll runs or special filings
System migrations, integrations, or software troubleshooting
Expanded reporting or advisory requests
Work required due to late, incomplete, or inaccurate information

Such services may be billed at 406 Consulting LLC’s standard hourly rates unless otherwise agreed.

406 Consulting LLC will make reasonable efforts to communicate material out-of-scope work in advance; however, Client agrees that time-sensitive or necessary supplemental work requested or authorized by Client remains billable even if a separate written amendment has not yet been executed.

Fee Adjustments for Material Scope Changes

If service requirements materially change over time, 406 Consulting LLC reserves the right, at its sole discretion and upon notice, to adjust recurring fees prospectively or require execution of a revised engagement.

Client acknowledges that 406 Consulting LLC is not obligated to perform out-of-scope services until payment arrangements are confirmed. Continued use of services after notice of a fee adjustment constitutes acceptance of the revised fees.

6. Client Responsibilities

Client is solely responsible for:

The accuracy, completeness, and reliability of all information provided
Timely submission of required documentation
Maintaining original source documents
Reviewing all deliverables promptly
Final business decisions based on financial information provided

Advice given by 406 Consulting LLC is professional opinion based on the information supplied.

Failure to provide timely and accurate information may result in delays, additional fees, penalties, or interest for which 406 Consulting LLC is not responsible.

7. Delivery Expectations and Turnaround

406 Consulting LLC will make reasonable efforts to deliver recurring reports and filings in a timely manner.

Delivery timelines depend on Client submitting complete and accurate documentation.

Unless otherwise agreed, Client documents must be submitted no later than the 5th business day following the end of each reporting period.

406 Consulting LLC is not responsible for delays caused by:

Late or incomplete information
Delayed approvals or responses
System/software outages beyond our control
Third-party or government agency delays

We do not guarantee delivery by a specific calendar date unless expressly agreed in writing.

8. Client Review of Deliverables; Payroll Approval (if Applicable)

Client must promptly review all financial statements, payroll summaries, and filings upon receipt.

For payroll services:

Client must review each payroll summary before processing
Written or verbal confirmation constitutes approval
Once payroll or tax filings are submitted, corrections may require future adjustments and may incur additional fees

9. Billing, Invoicing, and Payment

Services are billed at fixed monthly rates or hourly rates as specified in the proposal.

Invoices are due upon receipt unless otherwise stated.

Client authorizes automatic payment processing through Ignition or other approved payment platforms.

If payment fails or is not received when due:

Services may be suspended immediately
Client remains responsible for all outstanding balances
Client agrees to reimburse collection costs, including attorney fees

10. Invoice Disputes; No Withholding Payment

Client agrees to review invoices promptly.

If Client disputes any invoice or believes services were not performed in accordance with scope, Client must notify 406 Consulting LLC in writing within fifteen (15) calendar days of the invoice date (“Dispute Notice Period”).

Client may not withhold, delay, reduce, or offset payment for any reason. All invoices must be paid in full when due.

Disputes will be addressed separately and in good faith after payment is received.

Failure to provide written notice within the Dispute Notice Period constitutes acceptance of the invoice and waiver of dispute rights, except as prohibited by law.

11. Limitation Period for Claims (90 Days)

Any claim, dispute, demand, or request for credit arising out of or relating to services performed must be submitted in writing within ninety (90) calendar days of the invoice date for the services at issue.

Any claim not submitted within this period is permanently waived and barred.

The time limitations in this Section apply regardless of the legal theory asserted.

12. Confidentiality and Use of Information

406 Consulting LLC will maintain the confidentiality of Client information in accordance with applicable professional standards and law.

Client acknowledges that information may be disclosed when required by law, subpoena, regulatory authority, court order, or professional standards, or to our legal counsel, insurers, advisors, contractors, or third-party service providers as necessary to deliver services or respond to claims.

Client understands that electronic transmission of information involves inherent risks and consents to reasonable electronic transmission methods.

If Client operates under enhanced privacy requirements (including Canadian privacy laws), Client remains responsible for compliance and agrees to hold 406 Consulting LLC harmless from claims arising from Client’s noncompliance.

These obligations survive termination.

13. Third-Party Platforms and Systems

406 Consulting LLC may utilize third-party accounting software, payroll processors, document management systems, financial institutions, and government e-filing portals.

Client acknowledges that such systems are outside our control and may experience outages, delays, cybersecurity events, or operational errors.

406 Consulting LLC is not responsible for losses or delays caused by third-party system failures or government agency processing delays.

14. Electronic Communications

Electronic communications may be intercepted, delayed, altered, or accessed by unintended recipients.

Except in cases of willful misconduct, 406 Consulting LLC shall not be liable for damages resulting from electronic transmission risks.

15. Record Retention and Post-Termination Responsibilities

406 Consulting LLC retains engagement-related records for seven (7) years for discontinued clients and indefinitely for active clients, subject to storage and system limitations.

Client remains responsible for maintaining original source documentation.

Upon termination:

Client assumes responsibility for third-party subscriptions within ten (10) calendar days where applicable
Restoration of canceled services may involve additional fees

Our records are not a substitute for Client’s books and records.

16. Indemnification

Client agrees to indemnify and hold harmless 406 Consulting LLC, its owners, employees, and contractors from claims, losses, penalties, interest, liabilities, and legal expenses arising from:

Inaccurate or incomplete information provided by Client
Employment, wage, or payroll disputes
Tax positions or business decisions made by Client
Regulatory noncompliance unrelated to our direct negligence
Third-party claims asserted against Client

This obligation survives termination.

17. Limitation of Liability

To the fullest extent permitted by law, the total aggregate liability of 406 Consulting LLC arising out of or relating to this engagement shall not exceed the total fees paid by Client during the twelve (12) months immediately preceding the event giving rise to the claim.

406 Consulting LLC shall not be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or business interruption.

No claim may be brought outside the time limitations stated in this agreement.

The limitations set forth herein apply regardless of the form of action and whether liability is alleged in contract, tort, negligence, strict liability, or otherwise.

18. Non-Disparagement and Confidential Nature of Relationship

Client agrees to raise concerns directly with 406 Consulting LLC and provide a reasonable opportunity to address issues before making public statements regarding services.

Client will not knowingly make false or misleading statements intended to harm the reputation of 406 Consulting LLC, its owners, or employees.

Nothing in this section prohibits truthful statements required by law or legitimate complaints to regulatory authorities.

Client acknowledges that breach may cause irreparable harm and that equitable relief, including injunctive relief, may be appropriate.

This provision survives termination.

19. Good Faith Resolution; Mandatory Mediation

The parties agree to attempt to resolve disputes in good faith through informal discussions.

If unresolved, disputes shall be submitted to confidential mediation conducted in Montana before initiating litigation or arbitration.

20. Binding Arbitration

If mediation does not resolve the dispute, the matter shall be resolved through binding arbitration conducted in Montana.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

406 Consulting LLC may seek injunctive relief in court to enforce payment obligations, non-disparagement provisions, or jurisdiction requirements.

21. Governing Law and Exclusive Venue

This Agreement shall be governed by the laws of the State of Montana, United States.

All mediation, arbitration, or court proceedings shall occur exclusively in Montana.

Client waives objections based on foreign venue or international jurisdiction, including Canada.

Client irrevocably consents to personal jurisdiction in Montana.

22. Attorneys’ Fees

In any action or proceeding to enforce this agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

23. Force Majeure

406 Consulting LLC shall not be liable for delays or failure to perform due to causes beyond reasonable control, including natural disasters, governmental actions, cyber incidents, or system outages.

24. No Waiver; Severability; Survival

Failure to enforce any provision shall not constitute waiver.

If any provision is unenforceable, remaining provisions remain in effect.

All provisions relating to payment, liability, dispute resolution, confidentiality, and non-disparagement survive termination.

Confirmation of Terms

Please review and digitally sign this letter below to indicate that it is in accordance with your understanding of the arrangements. This letter will be effective for future years unless we advise you of any change.

Yours sincerely,

Engagement Terms & Conditions