Master Services Agreement
Fedyshyn CPA Group, PLLC – Master Services Agreement (MSA)
Effective as of: February 19, 2026
Address: 800 S Lafayette St, Shelby, NC 28150
Website: carolinacpas.com/msa
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Notice – Master Services Agreement (MSA)
ACKNOWLEDGEMENT
By signing any Engagement Letter that references this MSA, the Client agrees to and accepts all terms and conditions set forth herein. This MSA may be amended only by posting a new version at carolinacpas.com/msa.
The version posted on this website as of the date of the Client’s signed Engagement Letter governs that engagement.
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AUDITS & REPRESENTATION
Our fee does not include responding to inquiries or examination by taxing authorities. However, we are available to represent you. Our fees for such services are at our standard rates and would be covered under a separate engagement letter.
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COORDINATION WITH STATEMENTS OF WORK AND ENGAGEMENT LETTERS
The specific details of each engagement are separately described in a statement of work (“SOW”) or Engagement Letter (collectively “Agreements”), which is incorporated by reference into this Agreement. Multiple Agreements may be in effect at any given time.
All Agreements are subject to this MSA. If a future Agreement contains terms that conflict with this MSA, the conflicting terms must be acknowledged in writing by both parties. Each engagement concludes upon delivery or completion of the specified work identified in the Agreements.
CONFIDENTIAL INFORMATION
We may from time to time and depending on the circumstances and nature of the Services we are providing, share your confidential information with third-party service providers, some of whom may be cloud-based, but we remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality terms with all service providers to maintain the confidentiality of your information and will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In the event that we are unable to secure appropriate confidentiality terms with a third-party service provider, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Although we will use our best efforts to make the sharing of your information with such third parties secure from unauthorized access, no completely secure system for electronic data transfer exists. As such, you understand that the Firm makes no warranty, expressed or implied, on the security of electronic data transfers.
CONSTRUCTION AND COUNTERPARTS
If any provision of this Agreement is found invalid or unenforceable, it will be replaced with a valid provision that most closely reflects the original intent. The remainder of the Agreement remains in full effect.
This MSA and any Agreement(s) referencing it may be executed electronically or in counterparts, which together constitute a single binding Agreement.
COOPERATION
Our fees, timelines, and completion of Services are based on the expectation of timely and full cooperation from the Client, including prompt responses to inquiries; timely communication of all relevant accounting, financial, and internal control matters; and timely access to all requested financial and other records, information, personnel, and necessary accounts (including bank, brokerage, credit card, and loan accounts) required to perform the Services. This engagement further assumes that no unforeseen circumstances will arise that materially affect the scope, timing, or cost of the Services.
The Client retains sole responsibility for management decisions, oversight, and compliance with applicable laws and regulations, including the prevention and detection of fraud. The Firm’s Services do not relieve management of these responsibilities, nor do they constitute supervision or control over the Client’s operations.
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CRYPTO
Please note the Internal Revenue Service (“IRS”) considers virtual currency (e.g., Bitcoin) and other digital assets (e.g., NFTs) as property for U.S. federal tax purposes. As such, any transactions involving cryptoassets or transactions that use or exchange virtual currencies are subject to the same general tax principles that apply to other property transactions. If you had any cryptoasset or virtual currency activity during the tax year, you may be subject to tax consequences associated with such transactions and may have additional foreign reporting obligations.
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You agree to provide us with complete and accurate information regarding any transactions in cryptoassets or transactions using any virtual currencies during the applicable tax year. Please ask us for advice if you have any questions. If you require additional consulting services to evaluate the specific treatment of digital assets or virtual currency and we agree to perform such services, such services will be covered under a separate engagement letter.
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DISENGAGEMENT
Either party may terminate Services covered by this MSA with 30 days’ written notice. Clients shall pay the Firm for all Services rendered and expenses incurred as of the termination date, plus reasonable transition costs. Some Agreements may waive certain onboarding fees for agreeing to remain a Client for an agreed upon minimum duration. Terminations initiated by the Client before the duration of the agreed-upon time period has expired, may be subjected to the waived implementation fees. Terminations initiated by the Firm, will not be subject to the waived implementation fee. Upon termination, the Firm requires a reasonable period, and no less than 15 business days, to provide transition assistance as necessary, and reserves the right to charge a reasonable fee for transition assistance.
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The Firm may also withdraw from an engagement if required information is not provided timely.
In the course of providing Services, the Firm may utilize proprietary or third-party software hosted on cloud platforms or Firm-controlled servers, and may perform custom configurations, programming, chart of accounts design, automation rules, integrations, and other system customizations specific to the Firm’s methodologies or the Client’s engagement. All such software, configurations, customizations, automations, and related intellectual property remain the property of the Firm or its licensors, and the Client acquires no ownership rights therein. Upon termination or disengagement for any reason, the Firm is not obligated to provide mirror-image backups, system copies, or ongoing access to such software or environments; however, upon reasonable request and subject to any outstanding balances, the Firm will provide electronic copies of the Client’s transactional data and standard reports in a commercially reasonable format.
If, in the Firm’s discretion, the Firm provides residual access to cloud-based software or delivers system backups following termination, the Firm expressly retains the right, prior to any such access or delivery, to remove, disable, or revert any Firm-created or Firm-configured automations, programming, custom rules, integrations, chart of accounts structures, or other customizations that exceed the software’s default “new account” or retail configuration, such that the environment is substantially equivalent to a newly purchased, unconfigured version of the software.
The Client acknowledges that the Firm may, in certain engagements, absorb or subsidize software licensing, hosting, or platform costs as part of the Services, and that termination of this Agreement may require the Client to independently obtain subscriptions or Services from third-party providers at the Client’s own expense. Any costs, fees, delays, or third-party charges associated with data migration, software transitions, reconfiguration, or engagement of alternative providers following termination are solely the Client’s responsibility, and the Firm bears no obligation or liability for such transition-related costs.
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DISPUTES
You, Client, Taxpayer, Management, and Fedyshyn CPA Group PLLC agree that any dispute will be submitted for resolution by arbitration in accordance with the Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association. Such arbitration shall be binding and final. The costs of any mediation proceeding shall be paid for by the initiating party and any financial settlement is limited to the amount of fees paid for services under this contract, and net of any direct or indirect financial benefit realized from services provided. Any proceeding will be filed, held, located, and evaluated in Cleveland County, North Carolina, where the services are being performed. IN AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT, IN THE EVENT OF A DISPUTE OVER FEES CHARGED BY THE ACCOUNTANT, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION.
EMAIL AND DATA
In connection with any engagement, we may communicate with you or others via email transmission. We take reasonable measures to secure your confidential information in our email transmissions. However, as email can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom it is directed and only to such parties, we cannot guarantee or warrant that email from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure or communication of email transmissions, or for the unauthorized use or failed delivery of email transmitted by us in connection with the performance of any engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of sales or anticipated profits, or disclosure or communication of confidential or proprietary information.
FIDUCIARY DUTIES
It is our duty to perform services with the same standard of care that a reasonable accounting or income tax professional would exercise. It is your responsibility to safeguard your assets and maintain accurate records pertaining to transactions. We will not hold your property in trust for you, or otherwise accept fiduciary duties in the performance of the engagement.
INDEMNIFICATION
Clients agree to indemnify the Firm for any damages resulting from the Firm’s good-faith actions. Clients further release and indemnify the Firm from any claims arising from misrepresentations made by the Client or its representatives.
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Clients also agree to indemnify and hold harmless the Firm and its personnel from any and all third-party claims, liabilities, costs, and expenses arising from the Firm’s performance of Services under this MSA, except where caused by the Firm’s willful misconduct or fraud.
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INDEPENDENT CONTRACTOR
The Firm is an independent contractor and not an employee, agent, partner, or joint venturer of any Client. Nothing in this Agreement shall be construed to create an employment, fiduciary, or agency relationship between the Firm and the Client. The Firm retains sole control over the means and methods of performing its Services.
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The Firm may provide Services to other Clients during the term of this Agreement, provided such Services do not create a conflict of interest. In the event a potential conflict arises, the Firm will promptly disclose it and, if necessary, withdraw from the affected engagement.
LICENSES, CERTIFICATION MANAGEMENT, NON-TAX MONITORING
Your business, industry, licensing, or personal needs may dictate specific requirements to be maintained. Any non-US Federal Income tax requirements to be monitored or maintained are outside the scope of our tax review. We will base our design around these requirements, and request a final confirmation from you that your specific requirements are maintained. However, you agree to maintain ultimate responsibility for the requirements to maintain any special criteria including but not limited to, any accreditation, licensing, liquidity metrics, or special status.
LIMITATION OF LIABILITY
In accordance with the terms and conditions of your Engagement Letter(s), Client shall be responsible for the accuracy and completeness of all data, information and representations provided to us for purposes of this engagement. Because of the importance of oral and written management representations to the effective performance of our Services, Client releases and indemnifies our Firm and its personnel from any and all claims, liabilities, costs and expenses attributable to any misrepresentation by management and its representatives.
In no event shall Fedyshyn CPA Group PLLC, affiliates, partners, principals, and personnel be liable to You and/or Taxpayer, whether a claim be in tort, contract or otherwise, for any amount in excess of the fees paid pursuant this agreement or the aggregate insurance coverage applicable to such liability. In no event shall we be liable for any consequential, special, indirect, incidental, punitive, or exemplary loss, damage or expense relating to the services to be provided hereunder (including without limitation loss of profit, data, business, goodwill, or similar damages) even if advised of the possibility of such damages.
NON-TAX OR ACCOUNTING ADVICE, FORWARD LOOKING STATEMENTS
Investment Advice
Please note that our firm does not offer investment advice nor do we recommend specific programs for investment. Therefore, any engagement will not include any such advice or recommendation. Any investment discussion is for educational purposes only, or to illustrate general concepts and figures, and will be more or less than your investment advisors actual performance.
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Financial Planning
Firm representatives include professionals with CPA and CFP® designations. Our firm does not offer financial planning, nor should any services be considered Personal Financial Planning Services or a Financial Plan, under the terms of the American Association for Certified Public Accountants or Certified Financial Planning Board, respectively.
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Forecasting/Pro-forma Financials/Forward Looking Statements
Any estimates and calculations will be based on tax law and estimated tax rates as they are enacted for the current calendar year. Future tax laws and rates will change and actual results or projections of future expectations will be different than projected.
PENALTIES AND INTEREST
Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file or late filing of returns, and underpayment of taxes. Taxpayer remains responsible for the payment of all tax, penalties, and interest charges imposed by tax authorities. Any tax notices must be provided to our firm in their entirety within 10 days of the date of the letter, in order for us to be able to respond appropriately if necessary. If we are unable to resolve any related tax issues with a governmental unit due to delays in receiving government communications, delays in obtaining power of attorney authority, or delays in gathering information in order to respond to any government unit that is outside of our direct control, then any claim for us to reimburse any interest and penalties is waived.
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PRICE, LATE FEES, DISENGAGEMENT
Fees for Services are detailed in the respective Agreements. If assumptions change or the scope is revised, fees may change accordingly. If not otherwise specified, Services are billed at the Firm’s standard hourly rates in effect at the time the work is performed.
You understand and agree that we may withdraw from the present engagement at any time for any reason at our sole discretion. In particular, you agree that if you fail to pay for Services rendered or expenses incurred for any engagement, we may either discontinue performing Services for you until all outstanding balances are paid, and/or may withdraw from the engagement ten (10) days after the mailing of written notice to you at the same address to which invoices are sent. You recognize that any discontinuation of work or withdrawal by us could seriously harm your interests but nevertheless specifically give your consent to us to do so regardless of any filing or other deadlines you face.
Billings become delinquent if not paid within 30 days of the invoice date. If billings are past due in excess of 30 days, at our election, we may stop all work until your account is brought current or withdraw from any engagement. Client acknowledges and agrees that we are not required to continue work in the event of Client’s failure to pay on a timely basis for Services rendered as required by any Engagement Letter. Client further acknowledges and agrees that in the event we stop work or withdraw from any engagement as a result of Client’s failure to pay on a timely basis for Services rendered as required by this Engagement Letter, we will not be liable for any damages that occur as a result of our ceasing to render Services.
REMOTE ACCESS
In connection with the Services described in your Engagement Letter(s), Firm may access Client’s accounting system and related platforms remotely. Such access is provided solely to perform the specific Services agreed to within the Engagement Letter and does not constitute an Agreement to monitor Client activity, review all transactions, reconcile all accounts, or identify errors, irregularities, or fraudulent activity.
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Client acknowledges that Firm’s ability to view data within Client’s systems, including general ledger activity, bank feeds, payroll data, or supporting documents, does not create an obligation to examine such information beyond the procedures expressly included in the scope of Services. Firm will not be responsible for identifying unauthorized transactions, employee misconduct, or misappropriation of funds unless explicitly engaged in writing to perform such procedures.
Client further understands that Firm may receive or have access to information, documents, or records that are outside the scope of any engagement, whether through system access or direct transmission. Firm has no duty to review, evaluate, or act upon such information unless the scope of Services is formally expanded in writing. Receipt or availability of information does not constitute acceptance of responsibility for its review.
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Firm utilizes commercially available remote access and cloud-based tools in providing Services. Client acknowledges that no system is completely secure and that unauthorized access, hacking, malware, ransomware, or data breaches may occur despite reasonable safeguards.
Firm is not responsible for cybersecurity incidents, unauthorized access, or data breaches originating from Client systems, devices, networks, credentials, or third-party platforms, including but not limited to accounting software, payroll systems, remote access tools, or cloud service providers.
Firm’s remote access to Client systems does not constitute responsibility for system security, access controls, user permissions, password management, or monitoring of system activity. Client remains solely responsible for managing user access, credential security, and internal controls.
Firm is not responsible for the performance, availability, security, or reliability of third-party software, platforms, or service providers, including but not limited to QuickBooks Online, LogMeIn, payroll processors, banks, or cloud hosting providers. Interruptions, errors, or data loss caused by such platforms do not constitute a failure of Firm’s Services.
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Firm shall not be responsible for damage, data loss, business interruption, or costs arising from malware, ransomware, or other malicious code, regardless of whether such issues affect Client systems, Firm systems, or third-party platforms, except to the extent caused by Firm’s gross negligence or willful misconduct.
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Firm does not guarantee the completeness, accuracy, or preservation of Client data outside the scope of agreed Services and does not provide backup, disaster recovery, or data retention Services unless explicitly agreed to in writing.
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Client is advised to maintain appropriate cybersecurity and data breach insurance coverage. Firm does not provide insurance advice or coverage.
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Firm does not provide information technology, cybersecurity, or systems consulting Services unless separately engaged in writing.
RETENTION
It is our policy to keep records related to this engagement for seven years. However, Firm does not keep any original Client records, so we will return those to you at the completion of the Services rendered under this engagement. It is your responsibility to retain and protect your records (which includes any work product we provide to you as well as any records that we return) for possible future use, including potential examination by any government or regulatory agencies. Firm does not accept responsibility for hosting Client information; therefore, you have the sole responsibility for ensuring you retain and maintain in your possession all your financial and non-financial information, data and records.
SOLICIATATION
Neither the Client nor the Firm shall solicit or hire each other’s employees involved in the engagement for six months following completion of Services without prior written consent. Violation of this provision results in liquidated damages equal to three times the employee’s annual salary.
STATE, LOCAL, FOREIGN NEXUS & NON-INCOME TAXES
You are confirming that you will furnish us with all the information required for preparing the returns. This includes, but is not limited to, providing us with the information necessary to identify (1) all states and foreign countries in which you “do business” or derive income (directly or indirectly); (2) all states and foreign countries in which employees “reside” (including employees whose foreign or out-of-state residency is temporary); and (3) the extent of business operations in each relevant state and/or country. We will not audit or verify the data you submit, although we may ask you to clarify it, or furnish us with additional information. You should retain all the documents, books, and records that form the basis of your income and deductions. The documents may be necessary to prove the accuracy and completeness of the returns to a taxing authority. If you have any questions as to the type of records required, please ask us for advice in that regard.
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Unless specifically stated in any engagement letter, work products are restricted to the US Federal Income tax authorities and excludes any review or evaluation of any other types of taxes, credits, or local, state, or foreign jurisdictions, or nexus. Generally, with some exceptions, state income tax laws follow the US Federal Income tax guidance.
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If your organization has employees working remotely in another locality, state and/or foreign country, even on a temporary basis, your company may be viewed as having “nexus” in that location for tax purposes. By your signature below, you understand that Management is responsible for tracking the locations where company employees live and work and determining the tax compliance requirements in those respective locations. If you require our assistance to assess your potential tax exposure in locations other than your normal place of business where you may have employees residing, please let us know. Any additional services will be covered under a separate engagement letter.
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If you and/or your entity have a financial interest in, or signature authority over, any foreign accounts, you may be subject to certain filing requirements with the U.S. Department of the Treasury, in addition to the IRS. Filing requirements may also apply to taxpayers that have direct or indirect control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign accounts. You agree to provide us with complete and accurate information regarding any foreign accounts that you and/or your entity may have had a direct or indirect interest in, or signature authority over, during the above referenced tax year. The foreign reporting requirements are very complex, so if you have any questions regarding the application of the U.S. Department of the Treasury and/or the IRS reporting requirements to your foreign interests or activities, please ask us for advice in that regard. Failure to disclose the required information to the U.S. Department of the Treasury and the IRS may result in substantial civil and/or criminal penalties. We assume no liability for penalties associated with the failure to file or untimely filing of any of these forms.
THIRD PARTY REFERRALS
From time to time, the Firm may introduce, recommend, or refer Clients to third-party providers of tax strategies, investment products, insurance, or other professional Services (“External Providers”). Such referrals are made solely for Client convenience and are not an endorsement or guarantee of any particular outcome or result.
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Clients acknowledge that External Providers operate independently of the Firm, and the Firm has no responsibility or control over their advice, Services, deliverables, or compliance with applicable laws. Any engagement with an External Provider is solely between the Client and that provider.
The Client further understands and agrees that the Firm is not liable for any loss, disallowance, penalty, interest, or back taxes that may result from the advice, products, or strategies implemented by an External Provider — even if the Firm receives a referral fee, commission, or other compensation in connection with the introduction.
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To maintain transparency, the Firm will disclose in writing any referral fee or commission received from such External Providers upon request. Acceptance of services from an External Provider constitutes acknowledgment and consent to waive that disclosure.
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UNSOLICITED INFORMATION & ACCESS
Client may from time to time provide documents, records, or information not requested by Firm. Firm has no obligation to review, evaluate, reconcile, or consider such information for any purpose unless explicitly agreed to in writing. Receipt of information does not constitute acceptance of responsibility for review or monitoring.
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Firm’s access to Client’s accounting system, payroll platform, or financial records is limited solely to performing the Services described with the signed Engagement Letter and does not create an obligation to monitor, review, audit, or detect errors, irregularities, or fraud.
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The scope of this engagement may not be expanded by implication, conduct, access, or receipt of information. Any expansion must be documented in a written amendment signed by both parties.
WITNESS
In the event our Firm or any of its employees or agents is called as a witness or requested to provide any information (whether oral, written, or electronic) in any judicial, quasi-judicial, or administrative hearing or trial regarding information or communications that you have provided to this Firm, or any documents and workpapers prepared by Firm in accordance with the terms of your Engagement Letter, you agree to pay any and all reasonable expenses, including fees and costs for our time at the rates then in effect, as well as any legal or other fees that we incur as a result of such appearance or production of documents.