Terms and Conditions

5.1 Deliverables Specified in Order

Breadcounter may provide Deliverables (e.g., reports, financial documentation, tax returns, or similar documents) as specified in each applicable Order.

5.2 Delivery Only Upon Payment

All Fees must be paid prior to the release of any Deliverable. If an invoice is disputed, Breadcounter may withhold Deliverables until the dispute is resolved.

5.3 No Deliverables After Cancellation

If you terminate a particular Order before a Deliverable is due, Breadcounter has no obligation to provide that Deliverable. This includes, for example, a tax return that would otherwise be prepared on your behalf.

6.1 Fees

You will pay the Fees set forth in the Order and reimburse us for all reasonable travel and out-of-pocket expenses incurred in connection with the Services ("Expenses").

6.2 Payment Methods

All Fees are billed automatically to an ACH, credit, or debit card stored in your Ignition account ("Automatic Payment").

6.3 Timing

The invoice date ("Invoice Date") is the date the invoice is issued. You have fifteen (15) days from the Invoice Date to review the invoice and provide written notice of any disagreement; after that period the invoice is deemed accepted.

6.4 Late Payments

Undisputed amounts unpaid more than fifteen (15) days after the Invoice Date accrue interest at the lower of 1.5% per month (capped at 18% per annum, the maximum permissible rate under Florida usury law, Fla. Stat. §§ 687.02, 687.03) or the maximum rate allowed by applicable law. You also agree to reimburse Breadcounter for all costs of collection, including reasonable attorneys' fees, court costs, and collection agency fees.

If Breadcounter must initiate collection proceedings for undisputed Fees, Customer shall reimburse Breadcounter for reasonable attorneys' fees, court costs, and any collection-agency expenses incurred.

6.5 Failed Automatic Payment Fee

If an Automatic Payment fails due to insufficient funds, stopped payment, or similar reason, you shall pay a $75.00 service fee.

6.6 Suspension or Termination for Non-Payment

If any undisputed Fees remain unpaid thirty (30) days after the Invoice Date, Breadcounter may suspend or terminate work. Breadcounter shall not be liable for any damages you may incur as a result of such suspension or termination.

6.7 Taxes

Fees do not include any sales, use, excise, or other taxes imposed by federal, state, or local authorities. You are responsible for all such taxes.

8.1 Term

The term for each Order ("Order Term") is set forth in the applicable Order, unless terminated earlier as provided below.

8.2 Termination for Convenience

Breadcounter may terminate any Order or this Agreement, in its sole discretion, at any time without cause by providing at least ten (10) days' prior written notice to Customer. All Fees already paid are non-refundable.

8.3 Termination for Cause

Either Party may terminate this Agreement upon written notice if the other Party:

• (a) fails to pay any undisputed amount when due;
• (b) materially breaches any provision of this Agreement and does not cure the breach within thirty (30) days after receipt of written notice; or
• (c) becomes insolvent, files for bankruptcy, makes a general assignment for the benefit of creditors, or otherwise is unable to perform its obligations.

8.4 Effect of Termination

Termination does not release either Party from obligations that have already accrued, that survive termination, or that are expressly stated to survive.

8.5(a) Refund Policy

• (a) If Breadcounter has not materially performed any Services under an Order, the Customer may request a refund of any prepaid Fees within ten (10) business days after the Invoice Date.
• (b) "Materially performed" means Breadcounter has completed work that cannot be undone without incurring unrecoverable costs, such as a filed tax return, a completed financial model, or any Deliverable that has been delivered to the Customer.
• (c) Refunds for work that has been materially performed are not permitted.
• (d) Any approved refund shall be issued to the same payment method used for the original payment within ten (10) business days of approval.
• (e) This refund provision does not affect Breadcounter's right to retain Fees for Expenses incurred or for work performed prior to the refund request, consistent with Florida contract principles on accrued obligations.

8.5(b) No Guarantee of Results

Breadcounter's services are performed in accordance with applicable law and professional standards, but Breadcounter does not guarantee any particular tax refund amount, reduction in tax liability, audit outcome, or other financial result. Results depend on (i) the facts and information the Customer provides, (ii) the applicable federal, state, and local statutes, and (iii) the actions or determinations of taxing authorities. Nothing in this Agreement shall be interpreted to create an expectation of a specific result.

8.6 Client Cooperation

• (a) The Customer must provide all information, documents, approvals, authorizations, and access necessary for Breadcounter to perform the Services in a timely manner.
• (b) If the Customer fails to provide required cooperation, Breadcounter shall give written notice specifying the deficiency.
• (c) The Customer has thirty (30) days from receipt of such notice to cure the deficiency.
• (d) If the deficiency is not cured within the thirty-day period, Breadcounter may suspend performance of the Services and, if the deficiency persists for an additional thirty (30) days, may terminate the Order for cause under Section 8.3(b).
• (e) In the event of termination for non-cooperation, Breadcounter shall be entitled to retain all Fees earned up to the date of termination, and any prepaid Fees for work not yet materially performed shall be subject to the Refund Policy in Section 8.5.
• (f) This clause is intended to be enforceable under Florida law governing professional-services agreements and does not waive any rights to recover Expenses or Fees earned for work performed.

16.1 Compliance

Each Party will comply with all applicable data-protection and privacy laws, including the Florida Information Protection Act (FIPA), Fla. Stat. §§ 501.171-§ 501.172.

16.2 Safeguards

Breadcounter will maintain reasonable administrative, technical, and physical safeguards to protect Confidential Information and Personal Information from unauthorized access, use, or disclosure.

16.3 Breach Notification

In the event of a breach involving Personal Information, Breadcounter will notify affected customers and the Florida Department of Legal Affairs within 30 days of discovery, consistent with FIPA requirements.