Terms & Conditions

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Terms of Service for Accounting and Tax Preparation Services

 

(Last Updated:  October 1, 2025)

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS OF LIABILITY. BY ENGAGING ELRAY ENTERPRISES INC. FOR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

 

1. Parties and Acceptance of Terms

 

These Terms of Service (the "Agreement") are a binding contract between Elray Enterprises Inc., a Florida corporation located in Crestview, Florida ("Elray," "Firm," "we," "us," or "our"), and the individual or entity engaging the Firm for professional services ("Client," "you," or "your").

Your engagement with the Firm begins when you sign a separate Engagement Letter or otherwise agree to commence services, at which point this Agreement becomes fully effective.

 

2. Scope of Services and Reliance

 

2.1. Engagement Letter Controls: The specific services, deliverables, and any limitations or exclusions are explicitly defined in the separate, written Engagement Letter (the "Engagement Letter") that you and the Firm will sign. In the event of any conflict between this Terms of Service and a signed Engagement Letter, the Engagement Letter shall control.

2.2. Exclusions: Unless explicitly stated otherwise in the Engagement Letter, our services do not include:

• Any audit, review, or other attestation services.

• The detection of fraud or other illegal acts.

• Legal advice, including, but not limited to, structuring of business transactions or entity formation.

• Representation before the Internal Revenue Service (IRS) or any other taxing authority following the filing of a return, unless a separate, written agreement for such representation is signed.

2.3. Reliance on Client Information: In preparing your tax returns and providing accounting services, we will rely entirely on the information you provide to us. We will not audit, verify, or independently examine the data you submit. You are solely responsible for the accuracy and completeness of all data provided to us.

 

3. Client Responsibilities

 

3.1. Timely and Accurate Information: You must provide all necessary, complete, and accurate financial records and documentation in a timely manner. You acknowledge that any delay or inaccuracy in information will impact the delivery of services, potentially resulting in delayed filings, additional fees, or inaccurate outcomes for which Elray Enterprises Inc. is not liable.

3.2. Management Decisions: You maintain full responsibility for all management decisions and functions, the safeguarding of your assets, and the final review and approval of all tax returns or financial reports prepared by the Firm.

 

4. Fees, Payment, and Termination

 

4.1. Fees and Payment Terms: Our professional fees and billing structure will be outlined in the Engagement Letter. All invoices are due upon receipt.

4.2. Late Payment Fees: Any portion of an invoice that remains unpaid is subject to a late fee of 1.5% per month on the unpaid balance, or the maximum amount permitted by Florida law, whichever is less. Elray Enterprises Inc. reserves the right to suspend work or terminate this Agreement if invoices become significantly past due.

4.3. Returned Check Fee: Any payment returned for insufficient funds or other reasons will incur a Returned Check Fee of $25.00 in addition to any penalties or interest applicable to the underlying past-due amount.

4.4. Retainers: Elray Enterprises Inc. reserves the right to request a retainer or deposit on any work or engagement, with the amount and terms specified in the Engagement Letter. Services will not commence until the retainer is received.

4.5. Termination: This Agreement may be terminated by either party with thirty (30) days written notice to the other party. Upon termination, the Client agrees to pay all accrued, unpaid fees and expenses up to the date of termination.

 

5. Confidentiality and Data Management

 

5.1. Confidentiality: We will treat all non-public information received from you as strictly confidential, subject to any legal or professional obligations to disclose such information (e.g., in response to a valid subpoena).

5.2. Electronic Communications and Portals: Elray Enterprises Inc. utilizes Secure File Pro (powered by Drake) as its primary and preferred method for the secure exchange of documents and data. You are responsible for maintaining the security and confidentiality of your login credentials for this service portal.

5.3. Record Retention: You are solely responsible for the retention and maintenance of all your original records, including canceled checks, invoices, and source documents, as required by law. The Firm will retain copies of the working papers and client-provided documents for its internal records and in accordance with professional standards, unless expressly agreed otherwise in a separate written document.

 

6. Limitation of Liability and Indemnification

 

6.1. Limitation of Liability: To the maximum extent permitted by Florida law, you agree that our total liability for any and all claims, losses, or damages arising out of or in connection with the services provided shall be limited to the professional fees actually paid by you to Elray Enterprises Inc. for the specific service from which the claim arose. We shall not be liable for any consequential, incidental, indirect, punitive, or special damages, including, but not limited to, lost revenues or lost profits.

6.2. Indemnification: You agree to indemnify and hold harmless Elray Enterprises Inc. from and against any and all claims, liabilities, costs, and expenses arising from any misrepresentation, fraud, concealment, or false information provided by you or your agents to the Firm.

 

7. Governing Law and Dispute Resolution

 

7.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

7.2. Jurisdiction: The parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Okaloosa County, Florida.

 

8. Miscellaneous

 

8.1. Entire Agreement: This Agreement, together with the executed Engagement Letter, constitutes the entire agreement between the parties regarding the services.

8.2. Independent Contractor: Elray Enterprises Inc. is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.