TERMS OF USE

The Calderwood Group Effective Date: 02/03/2026 Welcome to The Calderwood Group website. These Terms of Use (“Terms”) govern your access to and use of our website, online services, and professional services. By accessing or using our website or engaging our professional services, you agree to be bound by these Terms. If you do not agree with these Terms, please do not use our website or services.

1. Acceptance of Terms

By using this website or engaging The Calderwood Group for tax preparation, business advisory, payroll services, or back office support, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. These Terms constitute a legally binding agreement between you (“Client,” “you,” or “your”) and The Calderwood Group (“we,” “us,” or “our”).

2. Professional Services

2.1 Scope of Services

The Calderwood Group provides professional tax and business advisory services, including:
  • Tax planning and preparation for individuals, businesses, estates, and trusts
  • Business advisory and consulting services
  • Back office support and part-time CFO services
  • Full-service payroll processing and compliance
The specific scope of services will be detailed in a separate engagement letter or service agreement. These Terms supplement, but do not replace, any written engagement agreements between you and our firm. We do not guarantee any particular tax result, audit outcome, financial performance, or business result. Unless expressly stated in a written engagement agreement, our services do not create a fiduciary relationship.

2.2 Professional Standards

Our services are provided in accordance with applicable professional standards, including those established by the American Institute of Certified Public Accountants (AICPA), the Internal Revenue Service (IRS), and state regulatory bodies. We maintain professional liability insurance and adhere to continuing education requirements to ensure the highest quality of service.

2.3 No Attorney-Client Relationship

The Calderwood Group is not a law firm and does not provide legal advice. Our services do not create an attorney-client relationship. For legal matters, we recommend consulting with a qualified attorney.

3. Client Responsibilities

3.1 Accurate Information

You agree to provide complete, accurate, and timely information necessary for us to perform our services. You are responsible for the accuracy and completeness of all records, documents, and information you provide. We will rely on the information you provide without independent verification unless we become aware of errors or inconsistencies.

3.2 Document Retention

You are responsible for retaining original source documents, receipts, and records that support the information provided to us. While we may maintain copies of documents for our files, you remain responsible for safeguarding your original records in accordance with IRS and applicable state requirements.

3.3 Timely Communication

You agree to respond promptly to our requests for information, documentation, or clarification. Delays in providing necessary information may affect our ability to meet filing deadlines or deliver services on schedule.

3.4 Review and Approval

You are responsible for reviewing all tax returns, financial statements, payroll reports, and other deliverables before approval or filing. By signing or approving any document, you confirm that you have reviewed it and accept responsibility for its accuracy.

4. Fees and Payment

4.1 Fee Structure

Fees for our services will be outlined in a separate engagement letter or service agreement. Fees may be based on hourly rates, flat fees, or retainer arrangements, depending on the nature and scope of services. Unless otherwise stated, fees do not include costs for third-party services, filing fees, or out-of-pocket expenses.

4.2 Payment Terms

Payment is due upon receipt of invoice unless other terms are specified in your engagement letter. We reserve the right to suspend or terminate services if payment becomes overdue. Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.3 Scope Changes

If the scope of services changes or additional work is required beyond the original engagement, we will notify you and provide a revised fee estimate. Additional fees may apply for amended returns, audit support, or other unanticipated services.

5. Confidentiality

5.1 Professional Confidentiality

We maintain strict confidentiality standards in accordance with professional ethics and applicable laws. Information you provide to us will not be disclosed to third parties without your consent, except as required by law, professional standards, or as necessary to perform our services (such as filing tax returns with government agencies or working with third-party service providers).

5.2 Limitations on Confidentiality

Confidentiality protections do not apply in the following circumstances:
  • When disclosure is required by law, court order, subpoena, or regulatory authority
  • When necessary to comply with professional standards or ethical obligations
  • When disclosure is authorized by you in writing
  • When we engage third-party service providers who are bound by confidentiality agreements

6. Limitation of Liability

6.1 Professional Liability

Our liability for any claim arising out of our professional services, except to the extent prohibited by law, is limited to the fees paid by you for the specific service giving rise to the claim. In no event shall we be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost business opportunities, or penalties imposed by tax authorities.

6.2 Third-Party Reliance

Our services are provided solely for your benefit and internal use. Third parties, including lenders, investors, or other advisors, may not rely on our work product without our express written consent. We assume no liability to any third party who relies on our work without authorization.

6.3 Tax Authority Actions

We are not responsible for penalties, interest, or additional taxes assessed by the IRS or state tax authorities due to audit adjustments, changes in tax law, or positions taken on your tax returns. While we exercise professional judgment in preparing tax returns, ultimate responsibility for the accuracy and completeness of your tax filings rests with you.

6.4 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, cyber-attacks, technology failures, or other force majeure events.

7. Intellectual Property

All content on this website, including text, graphics, logos, images, and software, is the property of The Calderwood Group or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from our website content without our express written permission. Engagement letters, work papers, and proprietary methodologies developed by our firm remain our intellectual property.

8. Website Use and Restrictions

8.1 Permitted Use

You may use our website for lawful purposes related to obtaining information about our services, accessing your client portal, or communicating with our firm. You agree not to use the website in any manner that could damage, disable, overburden, or impair our systems or interfere with any other party’s use of the website.

8.2 Prohibited Activities

You agree not to:
  • Attempt to gain unauthorized access to our systems, client portals, or data
  • Use automated systems (bots, scrapers) to access the website
  • Upload viruses, malware, or malicious code
  • Impersonate any person or entity or misrepresent your affiliation
  • Violate any applicable laws, regulations, or third-party rights

8.3 Account Security

If you are provided with login credentials for our client portal or other online services, you are responsible for maintaining the confidentiality of your username and password. You agree to notify us immediately of any unauthorized use of your account. You are responsible for all activities that occur under your account.

9. File Uploads and Electronic Communications

9.1 Secure File Transfer

We provide secure file upload capabilities through our client portal and file drop system. When uploading documents, you represent that you have the right to share such documents and that they do not contain viruses or malicious code. Uploaded files should be in commonly accepted formats (PDF, Word, Excel, images) and must not exceed file size limitations specified on the upload page.

9.2 Email Communications

While we use encryption and security measures for electronic communications, email and internet transmissions are not completely secure. We recommend using our secure client portal for transmitting sensitive financial or tax documents. By sending us unencrypted emails, you acknowledge the inherent security risks.

9.3 Electronic Signatures & Consent

You agree that electronic signatures, approvals, and acknowledgments have the same legal effect as handwritten signatures.

10. Termination of Services

10.1 Client Termination

You may terminate our services at any time by providing written notice. You will remain responsible for fees incurred up to the termination date and any work necessary to transition your files to another service provider.

10.2 Firm Termination

We reserve the right to terminate our professional relationship and withdraw from providing services under the following circumstances:
  • Non-payment of fees or invoices
  • Failure to provide requested information or documentation
  • Discovery of conflicts of interest
  • Circumstances that would violate professional standards or ethical obligations
  • Abusive, threatening, or inappropriate conduct toward our staff
Upon termination, we will provide you with your original documents and any completed work product. We may retain copies of your files in accordance with our document retention policies and professional standards.

11. Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

11.2 Jurisdiction and Venue

Any disputes arising out of or relating to these Terms or our professional services shall be subject to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas. You consent to the personal jurisdiction of these courts and waive any objection to venue.

11.3 Limitation Period

Any claim or cause of action arising out of our services must be filed within two years from the date the claim arose or the date you discovered (or reasonably should have discovered) the facts giving rise to the claim, whichever is earlier.

12. Indemnification

You agree to indemnify, defend, and hold harmless The Calderwood Group, its partners, employees, and agents from any claims, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising from: (a) your breach of these Terms; (b) your violation of any law or regulation; (c) inaccurate or incomplete information you provide; or (d) your use of our website or services in a manner inconsistent with these Terms.

13. Disclaimer of Warranties

OUR WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

14. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15. Entire Agreement

These Terms, together with our Privacy Policy and any engagement letter or service agreement, constitute the entire agreement between you and The Calderwood Group regarding the use of our website and services. These Terms supersede all prior or contemporaneous communications and proposals, whether oral or written.

16. Modifications to Terms

We reserve the right to update or modify these Terms at any time without prior notice. Changes will be effective immediately upon posting to our website with a revised effective date. Your continued use of our website or services after any modifications constitutes your acceptance of the updated Terms. We encourage you to review these Terms periodically.

17. Contact Information

If you have questions or concerns about these Terms, please contact us at: The Calderwood Group 2900 Weslayan Street, Suite 520 Houston, Texas 77027 Email: info@calderwoodgrp.com Phone: 713.622.4700 * * * By using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.