Terms & Conditions

Overview

The terms and conditions set forth below are an addendum (“Terms and Conditions Addendum”) to each Panoptica Financial Ltd. engagement letter for the provision of professional services to each of its clients. This Terms and Conditions Addendum, and the engagement letter, and any other attachments incorporated therein comprise your agreement with us (“Agreement”). If there is any inconsistency between the engagement letter and this Terms and Conditions Addendum, the engagement letter will prevail to the extent of the inconsistency.

For the purposes of this Terms and Conditions Addendum, any reference to “company,” “we,” “us,” or “our” is a reference to Panoptica Financial Ltd., and any reference to "client", "you", or "your" is a reference to the party or parties that have engaged us to provide services. References to “Agreement” mean the engagement letter or other written document describing the scope of services, any other attachments incorporated therein, and this Terms and Conditions Addendum.

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Electronic Data Communication and Storage

In connection with your engagement of our services, you consent to the company communicating with you and others via e-mail. In addition, you acknowledge that we may store electronic data via computer software applications hosted remotely on the internet, or through cloud-based storage. In using these data communication and storage methods, our company employs measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations, and professional standards.

You recognize and accept that we have no control over 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. You consent to our use of these electronic devices and applications during this engagement.

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Additional Services

​The services listed in the engagement letter are included in the scope of services provided and shall be applicable to the current period and periods going forward. If there is additional work is requested or required, such additional work will be quoted to you before the commencement of such additional services. Once the scope of the additional services is agreed upon, we will issue an additional letter of engagement, and will ask that you the sign and return the new agreement before we can commence working to provide the additional services.

While we will promptly inform you of any matters that come to our attention, our engagement cannot be relied upon to disclose errors, irregularities or illegal acts, including fraud, which may exist. In addition, we have no responsibility to identify and communicate significant deficiencies or weaknesses in your internal controls as part of our engagement, and our engagement cannot, therefore, be relied upon by you to make disclosures of such matters.

Third-Party Service Providers or Subcontractors

To enhance our availability to meet your professional service needs while maintaining service quality and timeliness, we may use a third-party service provider or third-party applications to assist us in providing services to you. This may require our disclosure of your confidential information to the third-party service provider. We require our third-party service providers to have established procedures and controls designed to protect client confidentiality and maintain data security. As the paid provider of professional services, our company remains responsible for exercising reasonable care in providing such services, and our work product will be subjected to our company's customary quality control procedures.

By accepting the terms and conditions of our engagement, you are providing your consent and authorization to disclose your confidential information to a third-party service provider or application, if we determine that such disclosure is necessary to deliver professional services or provide support services to our company.

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Independent Contractor

When providing services to you, we will be functioning as an independent contractor and in no event will we or any of our employees be an officer of you, 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 you.

Our obligations under this Agreement are solely obligations of Panoptica Financial Ltd., and no member, principal, employee or agent of Panoptica Financial Ltd. shall be subjected to any personal liability whatsoever to you or any person or entity.

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Records Management

Record Retention and Ownership

Our policy is to not retain original records and documents. Our copies of your records and documents are solely for our documentation purposes and are not a substitute for your own records and do not mitigate your record retention obligations under any applicable laws or regulations. You are solely responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns, and other deliverables provided to you by us, as well as original data, receipts, records and information. Professional standards preclude us from being the sole repository of your original data, receipts, records, or information.

Workpapers and other documents created by us are our property and will remain in our control. Copies are not to be distributed without your written request and our prior written consent. Our workpapers will be maintained by us in accordance with our company’s record retention policy and any applicable legal and regulatory requirements. A copy of our record retention policy is available upon written request.

Our company destroys workpaper files after a period of five (5) years. Catastrophic events or physical deterioration may result in damage to or destruction of our company’s records, causing the records to be unavailable before the expiration of the retention period, as stated in our record retention policy.

Working Paper Access Requests by Regulators and Others

State, federal and foreign regulators may request access to or copies of certain workpapers pursuant to applicable legal or regulatory requirements. Requests also may arise with respect to peer review, an ethics investigation, the sale of your organization, or the sale of our accounting practice. If requested, access to such workpapers will be provided under the supervision of company personnel. Regulators may request copies of selected workpapers to distribute the copies or information contained therein to others, including other governmental agencies.

If we receive a request for copies of selected workpapers, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable. You may, within the time permitted for our company to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of information. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

Summons or Subpoenas

All information you provide to us in connection with this engagement will be maintained by us on a strictly confidential basis.

If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such summons or subpoena as soon as practicable. You may, within the time permitted for our company to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

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Newsletters and Similar Communications

We may send newsletters, emails, explanations of technical developments or similar communications to you. These communications are of a general nature and should not be construed as professional advice. We may not send all such communications to you. These communications do not constitute a client relationship with you, nor do they constitute advice or an undertaking on our part to monitor issues for you.

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Disclaimer of Legal and Investment Advice

Our services under this Agreement do not constitute legal or investment advice unless specifically engaged to provide investment advice in the Engagement Objective and Scope section of this Agreement. We recommend that you retain legal counsel and investment advisors to provide such advice.

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Referrals

In the course of providing services to you, you may request referrals to products or professionals such as attorneys, brokers, or investment advisors. We may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets your needs. You agree that we will not oversee the activities of and have no responsibility for the work product of any professional or the suitability of any product we refer to you or that you separately retain. Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals or products you may retain.

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Brokerage, Investment Advisory or Cryptocurrency Statements

If you provide our company with copies of brokerage, investment advisor, or cryptocurrency statements and/or read-only access to your accounts, we will use the information solely for the purpose described in the Engagement Objective and Scope section of this Agreement. We will rely on the accuracy of the information provided in the statements and will not undertake any action to verify this information. We will not monitor transactions, investment activity, provide investment advice, or supervise the actions of the entity or individuals entering into transactions or investment activities on your behalf. We recommend that you receive and carefully review all statements upon receipt, and direct any questions regarding account activity to your banker, broker or investment advisor.

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Confidentiality

The company, shall in the course of performing the services, may gain access to certain confidential or proprietary information from you. Such “Confidential Information” shall include all information concerning the business, affairs, products, marketing, systems, technology, customers, end-users, financial affairs, accounting, statistical data, documents, discussion, or other information developed by us and any other proprietary and trade secret information of yours whether in oral, graphic, electronic or machine-readable form. We agree to hold all such Confidential Information of yours in strict confidence and shall not, without your express prior written permission or as otherwise required by law, disclose such Confidential Information to third (3rd) parties or use such Confidential Information for any purposes whatsoever, other than the performance of our obligations. The obligations under this section shall survive the termination or expiration of this Agreement.

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Federally Authorized Practitioner – Client Privilege

Internal Revenue Code §7525, Confidentiality Privileges Related to Taxpayer Communication, provides a limited confidentiality privilege applying to tax advice embodied in taxpayer communications with federally authorized tax practitioners in certain limited situations.

This privilege is limited in several important respects. For example, the privilege may not apply to your records, state tax issues, state tax proceedings, private civil litigation proceedings, or criminal proceedings.

While we will cooperate with you with respect to the privilege, asserting the privilege is your responsibility. Inadvertent disclosure of otherwise privileged information may result in a waiver of the privilege. Please contact us immediately if you have any questions or need further information about this federally authorized practitioner-client privilege.

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Limitations on Oral and Email Communications

We may discuss with you our views regarding the treatment of certain items or decisions you may encounter. We may also provide you with information in an email. Any advice or information delivered orally or in an email (rather than through a memorandum delivered as an email attachment) 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 or may not be appropriate to proceed with a decision solely on the basis of any oral or email communication from us. You accept all responsibility, except to the extent caused by our gross negligence or willful misconduct, for any liability, including but not limited to additional tax, penalties or interest resulting from your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on an oral or email communication. The limitation in this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement. If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email, we will confirm this service in a separate agreement.

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Electronic Signatures and Counterparts

Each party hereto agrees that any electronic signature is intended to authenticate a written signature, shall be valid, and shall have the same force and effect as a manual signature. 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.

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Conflicts of Interest

If we, in our sole discretion, believe a conflict has arisen affecting our ability to deliver services to you in accordance with either the ethical standards of our company or the ethical standards of our profession, we may be required to suspend or terminate our services without issuing our work product.

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Mediation

If a dispute arises out of or relates to this Agreement, including the scope of services contained herein, or the breach thereof, and if the dispute cannot be settled through negotiation, 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 some other dispute resolution procedure. The mediator will be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, a mediator shall be designated by the AAA. The mediation will be conducted in Ohio.

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 respective hiring party.

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Limitation of Liability

Panoptica Financial Ltd.’s liability for all claims, damages, and costs arising from this engagement is limited to one (1) times the total amount of fees paid by you to Panoptica Financial Ltd. in the twelve (12) month period immediately prior to the incident giving rise to the losses, liabilities or costs for services rendered under this Agreement.

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Limitation of Damages

Notwithstanding anything to the contrary in this Agreement, PANOPTICA FINANCIAL LTD. SHALL NOT BE LIABLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE EVEN IF WE HAVE BEEN ADVISED BY YOU OF THE POSSIBILITY OF SUCH DAMAGES.

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Indemnification

You agree to indemnify, defend, and hold harmless Panoptica Financial Ltd. and any of its partners, principals, shareholders, officers, directors, members, employees, agents or assigns from losses, liabilities and costs (including attorney fees) arising as a result of: (i) your negligence, dishonest intentional acts, failure to meet or fulfill your obligations outlined in the Agreement; or (ii) third party claims, regardless of the nature of the claim, and including the negligence of any party, excepting claims arising from the gross negligence or intentional acts of Panoptica Financial Ltd.

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Designation of Venue and Jurisdiction

In the event of a dispute, the courts of the state of Ohio shall have jurisdiction, and all disputes will be submitted to the state courts in Warren County, Ohio or the United States District Court for the Southern District of Ohio, which you consent to as the proper and most convenient venue for resolution. We also agree that the internal laws of the state of Ohio without reference to conflict of law provisions shall govern all such disputes.

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Insurance

Panoptica Financial Ltd. shall, during the term of the engagement and for 1 year after termination of same by either you or us, maintain in full force and effect, accountants' professional liability insurance coverage from an insurer or insurers licensed to conduct business in the state of Ohio. Premiums for said insurance policy shall be paid by Panoptica Financial Ltd. Upon your written request, Panoptica Financial Ltd. shall furnish certificates of insurance for the required insurance coverage. Such certificate of insurance shall indicate the minimum limits of liability per claim and in the aggregate, as required by you.

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Proprietary Information

You acknowledge that proprietary information, documents, materials, management techniques and other intellectual property are a material source of the services we perform and were developed prior to our association with you. Any new forms, software, documents or intellectual property we develop during this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements and other documents which we make available to you are confidential and proprietary to us. Neither you, nor any of your agents, will copy, electronically store, reproduce or make available to anyone other than your personnel, any such documents. This provision will apply to all materials whether in digital, “hard copy” format or other medium.

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Statute of Limitations

You agree that any claim arising out of this Agreement shall be commenced within 1 year of the delivery of the work product to you, 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 arbitration proceedings against Panoptica Financial Ltd.

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Termination and Withdrawal

We reserve the right to withdraw from the engagement without completing services for any reason, including, but not limited to, non-payment of fees, your failure to comply with the terms of this Agreement, or as we determine professional standards require. If our work is suspended or terminated, for any reason whatsoever, you agree that we will not be responsible for your failure to meet governmental and other deadlines, or for any liability, including but not limited to, penalties or interest that may be assessed against you resulting from your failure to meet such deadlines.

If this Agreement is terminated, for any reason whatsoever, before services are completed, you agree to compensate us for the services performed and expenses incurred through the effective date of termination.

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Potential Impact of COVID-19 on Services

We and you acknowledge that governmental authorities may restrict travel and/or the movement of citizens due to the COVID-19 pandemic. In addition, we and you may restrict personnel from travel and onsite work, whether at a client facility or our facility. Accordingly, to the extent that the services described in this Agreement requires or relies on personnel to travel and/or perform work onsite, we and you acknowledge and agree that the performance of such work may be delayed, significantly or indefinitely, or may require modification. We and you agree to provide the other with prompt written notice in the event any of the services described herein must be rescheduled, suspended, or modified. We and you also both acknowledge and agree that any delays or modifications may increase the cost of the services. We will obtain your prior written approval for any increase in the cost of our services that may result from the impact of COVID-19 on our services.

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Force Majeure

Neither party shall be held liable for any delays resulting from circumstances or causes beyond our reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, restrictions on travel, significant interruption of utilities or internet connectivity, 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 you of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under the Agreement.

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Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party. All parties acknowledge and agree that the terms and conditions of this Agreement shall be binding upon and inure to the parties’ permitted successors and assigns, subject to applicable laws and regulations.

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Severability

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

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Entire Agreement

The Agreement, including this Terms and Conditions Addendum and any other attachments, encompass the entire agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of the Agreement must be made in writing and signed by both parties. The Agreement has been entered into solely between you and Panoptica Financial Ltd., and no third-party beneficiaries are created hereby.