General Terms and Conditions

1Relationship and Responsibilities

Independent Contractor. WJCPA provides the Services as an independent contractor. This Agreement does not create a partnership, joint venture, agency or employment relationship.

Client Information refers to all data, records, documents, financials, written communications or oral representations supplied directly or indirectly by you (or your authorized representatives), or obtained through the accounts you have connected to the Levante platform, to facilitate the Services.

Reliance on Information. All Services are based on information and documentation provided by you. We will not audit, review or independently verify the accuracy or completeness of such information. You represent and warrant that you have the legal right to disclose all Client Information provided to us.

Management Decisions and Oversight. You retain sole responsibility for all management decisions, business operations and accounting treatments relating to the Services. You agree to designate a qualified individual with suitable skills and knowledge to oversee the Services and evaluate the adequacy of the final deliverables.

2Limitation of Liability

Cap on Liability. To the fullest extent permitted by law and subject to CPA Ontario regulations, our total aggregate liability to you for any and all claims, losses, damages or liabilities arising out of or related to this Agreement or the Services is limited to the amount stated in the Statement of Work. If this limit is insufficient for your requirements, please notify us in writing prior to signing; we are open to discussing a higher limit, which may result in an adjustment to our fees.

Exclusion of Consequential Damages. In no event shall WJCPA be liable for any indirect, consequential, incidental, punitive or special damages, or for loss of profit or business opportunity, regardless of the cause of action.

Proportionate Liability. Our total liability is limited strictly to the percentage of total damages objectively and directly attributable to our negligence or wilful misconduct, accounting for any contributory negligence of the Client or third parties.

Statute of Limitations. In accordance with the Limitations Act, 2002 (Ontario), any legal proceeding or arbitration arising out of or in connection with this Agreement must be commenced within two (2) years from the date you knew or ought to have known of the loss or damage. In all other respects, claims remain subject to the applicable limitation periods under Ontario law.

Tax Statutory Protections. This limitation of liability is structured strictly as a standard professional indemnity risk control and does not constitute contractual protection or an indemnity against tax outcomes under federal or provincial tax legislation.

3Confidentiality, Electronic Communication and Cybersecurity

Confidentiality. WJCPA acknowledges that in providing the Services it may access sensitive financial, tax, payroll and personal information. WJCPA agrees to maintain strict confidentiality over all such information in accordance with Rule 208 of the CPA Ontario Code of Professional Conduct. If WJCPA receives a subpoena, court order, governmental demand or other third-party request for Client Information, we will notify you prior to disclosure, to the extent legally permitted. In the event of any actual or reasonably suspected unauthorized access, disclosure, loss or security breach involving Client Information, we will notify you without undue delay and, in any event, within 48 hours of becoming aware of the incident.

Electronic Transmissions and E-Signatures. The parties consent to communicate electronically and to execute documents using electronic signature platforms. While WJCPA employs reasonable security measures, the transmission of data via email or internet platforms carries inherent security risks. WJCPA shall not be liable for any unauthorized data access, security breach, interception or phishing incident unless directly caused by our negligence.

4Termination and Withdrawal

Termination Notice. Either party may terminate this Agreement at any time by providing fifteen (15) business days’ written notice to the other party. Upon termination, you agree to pay for all Services performed up to the effective date of termination.

Immediate Withdrawal. WJCPA reserves the right to withdraw from the engagement immediately without liability if: (a) fees remain unpaid past their due date, provided that termination for non-payment of an undisputed invoice occurs only after written notice and a ten (10) business-day opportunity to cure; (b) continuing would create an ethical conflict of interest; or (c) continuing would violate applicable laws, regulations or the CPA Ontario Code of Professional Conduct.

5Document Retention and File Destruction

Retention Policy. Working papers, files and electronic records generated by WJCPA during the performance of the Services remain the sole property of WJCPA. Your books, general ledgers, financial statements, payroll records, filed returns and other accounting records prepared or maintained for you remain your property and will be provided to you in a readable electronic format upon request and upon termination of the engagement. We retain working papers and client records in accordance with CPA Ontario guidelines.

Destruction of Records. Upon expiry of the applicable retention period, WJCPA reserves the right to securely destroy or delete all engagement records without further notice to you, unless otherwise explicitly agreed in writing.

6Dispute Resolution and Governing Law

Informal Resolution and Mediation. In the event of any dispute, controversy or claim arising out of or relating to this Agreement or the Services, the parties agree to first attempt in good faith to resolve the matter through direct discussion and non-binding mediation before commencing formal court proceedings.

Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Subject to the mediation process above, the parties irrevocably submit to the exclusive jurisdiction of the courts located in the City of Ottawa, Ontario.