We may transmit information regarding your engagement by unencrypted email over the Internet, and we may receive and act on information and instructions provided to us by e-mail. At any time, you may request us not to send information by e-mail.

Moreover, during the course of our engagement, we may exchange electronic versions of documents and e-mails with you using commercially available software or services. Unfortunately, the available technology is vulnerable to attack by viruses and other destructive electronic programs. As a result, while we have sought to take countermeasures, our system may occasionally reject a communication you send to us, or we may send you something that is rejected by your system. Accordingly, we cannot guarantee that all communications and documents will always be received, or that such communications and documents will always be virus free, and we make no warranty with respect to any electronic communications between us. In addition, we make no warranty with respect to the security of any electronic communication between us and you consent to our exchange of electronic communications, including confidential documents, unencrypted. Furthermore, we use secure electronic systems to classify and store your personal information and documents. These systems are installed in order to protect your confidential data.  However, we cannot guarantee that all technologies are integrally secure. Consequently, we make no warranty against electronic attacks or hacking.

Estimates

While we may from time to time, for your convenience, furnish you with estimates of our fees, these estimates are, by their nature, inexact and are not binding unless we negotiate a specific written agreement to that effect.

Hourly Rates

Generally, the hourly rates for our accountants and other professional staff are reviewed annually and may be adjusted thereafter.

Disbursements and Other Charges

The performance of our services frequently involves disbursements that are incurred. Some of these costs, like facsimile transmission, photocopying and internal printing are incurred within the firm. Other costs, like postage and some messenger services, are charged to the firm by outside providers. All charges are designed to recover the firm’s actual cost of providing the services. For in-house services (for example, photocopying, computer research), you are charged the cost of the service (that is, the actual cost of making a photocopy plus an allocation of overhead expenses associated with the provision of the service). These charges may be revised from time to time to reflect these costs. Billing for such charges may follow the rendering of the services by some months because of delays in receiving third-party bills and the posting of accounts. In case of disbursements in excess of $250, we may request payment from you in advance or instruct the person providing the services to invoice you directly.

Subcontractors, Consultants and Experts

We may, at our discretion, engage subcontractors, consultants and experts to complete and/or assist with the services we provide you, without your prior approval.

Accounting Advice

Except as outlined in this letter, the Engagement does not contemplate the provision of specific accounting advice or opinions or the issuance of a written report on the application of accounting standards to specific transactions and to the facts and circumstances of the Entity. Such services, if requested, would be provided under a separate engagement letter.

Ownership

The working papers, files, other materials, reports and work created, developed or performed by us during the course of the Engagement are the property of our firm, constitute our confidential information and will be retained by us in accordance with our firm’s policies and procedures. During the course of our work, we may provide, for you own use, certain software, spreadsheets and other intellectual property to assist with the provision of our services. Such software, spreadsheets and other intellectual property must not be copied, distributed or used for any other purpose. We also do not provide any warranties in relation to these items and will not be liable for any lost or corrupted data or other damage or loss suffered or incurred by you in connection with your use of them.We retain the copyright and all intellectual property rights in any original materials provided to you.

Time Frames

The working papers, files, other materials, reports and work created, developed or performed by us during the course of the Engagement are the property of our firm, constitute our confidential information and will be retained by us in accordance with our firm’s policies and procedures. During the course of our work, we may provide, for you own use, certain software, spreadsheets and other intellectual property to assist with the provision of our services. Such software, spreadsheets and other intellectual property must not be copied, distributed or used for any other purpose. We also do not provide any warranties in relation to these items and will not be liable for any lost or corrupted data or other damage or loss suffered or incurred by you in connection with your use of them.We retain the copyright and all intellectual property rights in any original materials provided to you.

Ownership

We will use all reasonable efforts to complete the Engagement as described in this letter within the agreed upon time frames. However, we will not be liable for failures or delays in performance that arise from causes beyond our reasonable control, including any delays in the performance by the Entity of its obligations or of the Entity’s failure to provide the required information in a timely fashion.

Cost of Responding to Government or Legal Processes

In the event that we are required to respond to a subpoena, court order, government agency or other legal process for the production of documents or testimony relative to information we obtained or prepared during the course of this Engagement, you agree to compensate us, at our normal hourly rates, for the time we expend in connection with such response and to reimburse us for all of our out-of-pockets costs (including applicable GST/HST and PST) incurred.

No Fiscal Responsibility

Our accountants are not tax lawyers or fiscal experts. Therefore, we will not incur any liability for all fiscal aspects of your mandate. We recommend that you consult a tax lawyer to analyze all consequences, implications or impacts of your mandate.

Accounts

Generally, we issue accounts on a monthly basis or at appropriate intervals. Accounts will include our fees, disbursements and other charges.

Taxes

With certain exceptions, our legal fees are subject to certain taxes, including federal goods and services tax and, in some provinces, a harmonized sales tax (collectively “GST”) and a provincial sales tax (“QST”) levied by the Quebec government on legal services provided in Quebec. Our accounts for services rendered will clearly indicate the GST and QST applied to the total amount of taxable fees and disbursements. Our accounts will also distinguish the disbursements on which GST and QST is charged from any tax-exempt disbursements. We will be acting as your agent for the purposes of making all disbursements in order to maintain any applicable GST and QST exemptions.

Payment

Our accounts are due and payable on receipt. We require that you pay our accounts promptly and no later than one month from the date of the account. Interest will be charged at a rate of 18% per annum, or at such lesser rate as may be prescribed by the applicable professional order or other governing body having jurisdiction, on all outstanding amounts from the date that is one month after the account was sent to you until the date that the account is paid in full. Our accounts are subject to review and enforcement (known as the “taxation” or “assessment” of accounts) in accordance with the law of the province in which you engaged us.

Lien

As security for payment of our accounts, by engaging us you grant us a lien over all funds, documents, and other property that comes into our possession from time to time, whether or not they are related to the subject matter of the unpaid account. For example, this lien applies to money that we receive on your behalf, such as sale and settlement proceeds.

Retention and Destruction of Files

Except as required by statute or pursuant to a specific agreement with you, we reserve the right to destroy the files relating to your engagement of us if they remain dormant for 6 years or more. Files related to your engagement may be retained in electronic forms only, while physical documentation may be destroyed upon completion of the file.

Privacy

If you provide us with personal information, you represent that we may collect, use and disclose such information for purposes of our representation.

Corporation Status

Tally Accounting is a Canadian corporation registered as 14334884 CANADA INC.