Terms and Agreement of Services
General. This Agreement will apply to all services Pivot performs at Client’s request and pursuant to the Client’s directions (the “Services”) even if such Services are not expressly covered by a SOW. To the extent there is any conflict or inconsistency between the Agreement and any SOW and, unless the parties specifically state in writing that they intend to modify a term of this Agreement, the terms of this Agreement shall prevail.
Termination. Each party shall have the right to terminate this Agreement and/or any SOW, as applicable, at any time by giving written notice to the other party not less than 30 business days before the proposed effective date of termination. If this Agreement terminates or is terminated while one or more SOWs (or Services not covered by a SOW) remain outstanding, the terms of this Agreement shall continue to apply to the SOW and any other outstanding Services, and this Agreement shall be deemed finally terminated only upon termination of all outstanding SOWs, or completion of the Services thereunder. Termination of one or more SOWs will not automatically terminate this Agreement. In addition, Pivot may terminate this Agreement and/or any SOW and outstanding Services immediately if Pivot reasonably determines that it must do so to comply with applicable professional standards, applicable laws or regulations (e.g., a conflict of interest arises). Those provisions in this Agreement and any SOW hereunder that, by their very nature, are intended to survive termination shall survive after the termination of this Agreement or any SOW, including, but not limited to, the parties’ obligations related to any of the following provisions: indemnification, limitations on liability, confidentiality, dispute resolution, payment and reimbursement obligations, limitations on use or reliance, and non-solicitation. If this Agreement and/or any SOW is terminated (or any other Services not covered by a SOW are terminated), Client agrees to compensate Pivot for the Services performed and expenses incurred through the effective date of termination.
Indemnification and Limitation of Liability. As the Services are intended for Client and not third parties, Client agrees to release, indemnify and hold harmless Pivot and its partners, principals, employees, affiliates, contractors and agents (collectively “Pivot Group”) from and against all claims, liabilities, damages or expenses (including attorneys’ fees) of any kind relating to the Services or this Agreement, whether arising in contract, statute, tort (including without limitation, negligence) or otherwise (collectively, the “Claims”) that are brought by a third party. Client further agrees to release, indemnify and hold harmless Pivot Group from all Claims relating to the Services or this Agreement attributable to any misrepresentations made by Client. Except to the extent finally determined by a court of competent jurisdiction to have resulted from Pivot Group’s fraud or intentional misconduct, Pivot Group’s aggregate liability to Client for all direct or third-party Claims shall not exceed the amount of fees paid by Client to Pivot during the twelve (12) months preceding the date of the Claim pursuant to the applicable SOW or such other work performed outside a SOW, under which the Claim arose. In no event shall Pivot Group be liable for consequential, special, indirect, incidental, punitive, or exemplary losses or damages, loss of profits or losses resulting from loss of data, business or goodwill relating to the Agreement, regardless of whether Pivot has been advised of the possibility of such damages. Client shall bring any Claims related to the Services or otherwise related to this Agreement no later than one year after (i) the completion of the Services set forth in SOW under which the Claims arose or (ii) if the applicable SOW or this Agreement was terminated prior to completion of the Services, the date the applicable SOW or this Agreement was terminated. In no event shall the preceding sentence extend any otherwise legally applicable period of limitations on such Claims.
Third-Parties and Use. All Services and deliverables hereunder shall be solely for Client’s use and benefit pursuant to our client relationship. This engagement does not create privity between Pivot and any person or party other than Client and is not intended for the express or implied benefit of any third party. No third party is entitled to rely, in any manner or for any purpose, on the Services or deliverables of Pivot hereunder.
Pivot Responsibilities. Pivot’s Services will not constitute an audit, review, compilation, examination or other form of attest engagement. Pivot shall have no responsibility to address any legal matters or questions of law. After completion of the Services, Pivot will have no responsibility to update its advice, recommendations or work product for changes or modifications to the law and regulations or for subsequent events or transactions, unless Client separately engages Pivot in writing to do so.
Client Responsibilities. For Pivot to remain independent, professional standards require Pivot to maintain certain respective roles and relationships with Client regarding the Services. Client understands and agrees that Pivot will not perform management functions or make management decisions on behalf of Client. However, Pivot will provide advice and recommendations to assist management of Client in performing its functions and fulfilling its responsibilities. In connection with Pivot’s provision of Services, Client agrees that Client shall perform the following functions: (a) make all management decisions and perform all management functions with respect to the Services performed by Pivot; (b) assign an individual who possesses suitable skill, knowledge and experience to oversee such Services and to evaluate the adequacy and results of such Services; and (c) accept responsibility for the results of such Services. Because professional and certain regulatory standards require us to be independent, in both fact and appearance, with respect to the Client in the performance of our Services, any discussions that you have with personnel of Pivot regarding employment could pose a threat to our independence. Therefore, Pivot requests that you inform us prior to any such discussions so that we can implement appropriate safeguards to maintain our independence.
Client Materials. Pivot shall be entitled to rely on and assume, without independent verification, that all representations, assumptions, information and data supplied by or on behalf of Client, its personnel, representatives, and agents (the “Client Materials”) are complete and accurate. Client is responsible for ensuring that all Client Materials provided to Pivot may be transferred to Pivot and processed in accordance with the terms of this Agreement and applicable laws, and that to the extent required thereunder Client has obtained all consents required for Pivot’s receipt and use of the Client Materials. Client agrees that it will not transmit or make accessible to Pivot in any manner personally identifiable information unless reasonably required for Pivot’s performance of the Services. Pivot will not audit or otherwise verify the accuracy or completeness of the data you submit, although we may need to ask you for clarification of some of the information. Client shall be responsible for maintenance and retention of its records. Unless otherwise agreed to by the parties, Pivot shall not assume any responsibility for any financial reporting with respect to the Services.
Extension Acknowledgement. If you have engaged Pivot for tax preparation services, the filing deadline for all tax returns is April 15; Pivot company policy requires that all notice(s) of extensions to file tax returns must be provided to Pivot no later than April 10. Pivot company policy is to work on tax returns in the order they are received and substantially completed. If an extension is necessary for your tax return in a given year, Pivot will recommend such action, and will assist Client through the extension process, at the direction of Client. All taxes are expected to be paid, to the respective taxing authority, by April 15, regardless of whether an extension has been filed or not. If it is determined that you should make Estimated Tax payments toward your tax return, the first payment is due by April 15 of that given tax year. Pivot may conduct a preliminary review of your tax documents, which is not guaranteed to eliminate all penalties or interest, as described above. Any penalties and resulting interest will be Client’s sole responsibility.
Ownership of Working Papers. In connection with the performance of the Services, we will prepare records and deliverables as set forth in the SOW. We also will prepare documents that support our work and include items such as work programs and analyses that do not constitute part of Client’s records (“Working Papers”). The Working Papers prepared pursuant to this Agreement are the property of Pivot. The Working Papers constitute confidential, proprietary, and trade secret information, and will be retained by Pivot in accordance with our policies and procedures and all applicable laws.
Consent for Disclosure. If Pivot is engaged in the preparation of tax returns, Internal Revenue Code Sections 6713 and 7216 require Pivot to obtain your consent in order to disclose or use information that you furnish to us in connection with the preparation of your return(s) (including Client’s name and contact information) and for the purpose of providing you with materials and information, including newsletters or other business-related items of interest, news about Pivot, and invitations to Pivot-sponsored events. Client hereby consents to Pivot’s use of Client’s information as set forth above. Client consent is also required where, e.g., Pivot may seek to disclose Client’s tax return information to other parties who are involved in providing the Services hereunder. By signing this agreement, Client consents to Pivot’s disclosure and use of any information provided by Client in connection with the preparation of Client’s current and prior-year tax return(s) pursuant to this Agreement and for the purposes set forth above. Such consent shall be effective during the term of this Agreement unless a more limited disclosure is requested.
Fees and Expenses. The fees and expenses under this Agreement shall be set forth in the applicable SOW. If no SOW is in place, fees will be at our standard rates, or rates otherwise agreed to, and related expenses will be charged to Client. Pivot may charge additional fees if Client requests that Pivot perform services in addition to the Services described in any SOW. The amount of our fees is based upon the expectation that certain information and assistance will be received by Pivot in a timely manner from Client as set forth in this Agreement. If Pivot believes an additional fee is required as the result of the failure of Client to meet any of these requests for information or for any other reason, Pivot will inform you in a timely manner. Unless otherwise agreed to in a SOW, our standard practice is to render our invoices on a monthly basis. Payment of our invoices is due on the first (1st) of each month. Payments must be made through an Automated Clearing House (ACH) transaction or credit card. By providing payment information (e.g., credit card or bank account details), the Client authorizes Pivot to process recurring payments automatically for each billing period. Pivot may utilize third parties to process payments and discloses Client payment information to these third parties as necessary. All payments made by the Client to Pivot are non-refundable, and the Client is responsible for keeping payment and contact information up to date. Invoices that are unpaid 30 days past the invoice date are deemed delinquent and we reserve the right to charge interest on the past due amount at the lesser of 1.5% per month or the maximum amount permitted by law. In the event of non-payment, chargebacks, or default, the Client will be considered in breach of this Agreement, and Pivot may charge a fee to Client for any chargebacks initiated by Client, in Pivot’s sole discretion. If an account has fees that are not paid in a timely manner, we then reserve the right to suspend our Services, terminate the licensing arrangements under which you receive a license to use, or suspend your access to, External Computing Options provided through Pivot, withhold delivery of any deliverables, or withdraw from this engagement entirely. If any collection action is required, you agree to reimburse us for all our costs of collection, including without limitation, attorneys’ fees.
Assignment and Sole Recourse. In performing the Services hereunder, Pivot may assign its rights to perform a portion of the Services to, and may engage the service of independent contractors (each, a “Subcontractor”) without Client’s prior consent. If such Subcontractor is utilized or assignment is made, Client agrees that, unless Client contracts directly with Subcontractor, all of the applicable terms and conditions set forth in the Agreement, shall apply to Subcontractor. Pivot agrees that it shall not permit Subcontractor to perform any work relating to the Services until Subcontractor agrees to be bound by the applicable terms and conditions of the Agreement. Pivot further agrees that it will remain primarily responsible for the Services, unless Client and Pivot agree otherwise, and Pivot will supervise the work of Subcontractor to ensure that the work performed relating to the Services is in accordance with this Agreement. You agree that you shall bring no Claims against any Subcontractor in any way arising from, in respect of or in connection with the Services or this Agreement, except to the extent finally judicially determined to have resulted from the fraud or intentional misconduct of such Subcontractor. A Subcontractor may enforce any limitations or exclusions of liability available to Pivot under this Agreement. Without our prior written consent, Client may not assign this Agreement except to a party that acquires substantially all of your assets and operations.
Dispute Resolution. Any dispute, controversy or claim that arises out of or is in any way related to the performance or breach of this agreement (including disputes regarding the enforceability of this agreement) (collectively, a “Dispute”) shall be settled by mediation and, if unsuccessful or waived by the parties, by binding arbitration.
Mediation – In the event of a Dispute either party may, upon written notice to the other party, request the commencement of the mediation. Such mediation shall be facilitated by a neutral mediator acceptable to both parties and shall require the best efforts of the parties to discuss with each other in good faith their respective positions and, respecting their different interests, to finally resolve such dispute. The mediation shall be conducted under the American Arbitration Association (AAA) Accounting and Related Services Arbitration Rules and Mediation Procedures. The mediation shall be deemed to have been conducted under Rule 408 of the Federal Rules of Civil Procedure. Consequently, each party shall be privileged to disclose any facts to the other party or to the mediator, which it, in good faith, considers necessary to resolve the Dispute. All such disclosures will be deemed to be in furtherance of settlement efforts and will not be admissible in any subsequent arbitration against the disclosing party. Except as agreed by both parties, the mediator shall keep confidential all information disclosed during the mediation. The mediator shall not act as a witness for either party in any subsequent arbitration between the parties. The mediation shall conclude, if begun, within sixty days from receipt of the written notice unless extended by mutual written consent of the parties. The parties may also agree at any time in writing to terminate or waive mediation. The costs incurred by each party in such mediation will be borne by it; the fees and expenses of the mediator shall be borne equally by the parties.
Arbitration – Any Dispute that is not resolved by mediation shall be resolved by binding arbitration. The arbitration proceeding shall be governed by the provisions of the Federal Arbitration Act (FAA) or, if a court of competent jurisdiction determines the FAA inapplicable, by the laws of the state in which the proceeding is to take place. In any arbitration instituted hereunder, the proceedings shall proceed in accordance with the then current American Arbitration Association (AAA) Accounting and Related Services Arbitration Rules and Mediation. The arbitration hearing shall take place in Guilford County, North Carolina, unless the parties agree to a different locale. The arbitration shall be conducted before a panel of three arbitrators, one chosen by each party and the third selected by the two party-selected arbitrators. The fees and expenses of the arbitrators, including the administrative fees of the AAA, shall be borne equally by the parties. The parties waive any and all rights to punitive or exemplary damages. The arbitration panel shall therefore have no authority to award non-monetary or equitable relief, and any monetary award shall not include punitive or exemplary damages. The confidentiality provisions applicable to mediation shall also apply to arbitration. The award issued by the arbitration panel may be confirmed in a judgment by any federal or state court of competent jurisdiction. No claim or action arising out of or relating to this Agreement or the Services hereunder may be brought by either party hereto more than one (1) year following the completion of the Services to which the claim relates. This paragraph will shorten, but in no event extend, any otherwise legally applicable period of limitations on such claims.
Conflicts of Interest. Pivot is not aware of any conflicts of interest with respect to any of the names Client has provided. Pivot is not responsible for continuously monitoring other potential conflicts that could arise during the course of the engagement, although we will inform Client promptly should any come to our attention. We reserve the right to resign from this engagement at any time if conflicts of interest arise or become known to us. Additionally, our engagement by Client will in no way preclude us from being engaged by any other party in the future. Notwithstanding anything contained in confidentiality provisions set forth herein, Pivot shall be permitted to disclose that it is engaged to provide the Services to Client under this Agreement if Pivot in its reasonable professional judgment determines that such disclosure is required in connection with Pivot’s provision of services on behalf of other clients of Pivot, including, without limitation, professional services engagements under which Pivot personnel act as professionals in legal proceedings that require disclosures, arbitrators in post-acquisition disputes or act as expert witnesses.
Power and Authority. Each of the parties hereto has all requisite power and authority to execute and deliver this Agreement and to carry out and perform its respective obligations hereunder. This Agreement constitutes the legal, valid and binding obligations of each party, enforceable against such party in accordance with its terms.
Subpoenas. If Client requests Pivot to object to or respond to, or Pivot receives and responds to, a validly issued third party subpoena, court order, government regulatory inquiry, or other similar request for, or legal process for the production of, documents and/or testimony relative to information we obtained and/or prepared during the course of this or any prior engagements with Client, you agrees to compensate us for all time Pivot expends in connection with such response, at our standard rates, and to reimburse Pivot for all related out-of-pocket costs (including outside attorneys’ fees) that we incur.
Email Communications. Pivot disclaims and waives, and the Client releases Pivot from all liability for the interception or unintentional disclosure of e-mail transmissions or for the unauthorized use or failed delivery of e-mails transmitted or received by Pivot in connection with the performance of the Services.
External Computing Options. If, at the Client’s request, any member of the Pivot Group agrees to use certain external commercial services, including but not limited to services for cloud storage, remote access, third party software and/or file sharing options (collectively “External Computing Options”), that are outside of Pivot’s standard security protocol, the Client acknowledges that such External Computing Options may be associated with heightened security and privacy risks. Accordingly, Pivot Group disclaims, and the Client agrees to release Pivot Group from, and indemnify Pivot Group for, all liability arising out of or related to the use of such External Computing Options.
Electronic Transmissions. This Agreement may be transmitted in electronic format and shall not be denied legal effect solely because it was formed or transmitted, in whole or in part, by electronic record; however, this Agreement must then remain capable of being retained and accurately reproduced, from time to time, by electronic record by the parties to this Agreement and all other persons or entities required by law. An electronically transmitted signature to this Agreement will be deemed an acceptable original for purposes of consummating this Agreement and binding the party providing such electronic signature.
Severability. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable in whole or in part, for any reason whatsoever, such portion of this Agreement shall be amended to the minimum extent required to make the provision enforceable and the remaining portions of this Agreement shall remain in full force and effect.
Independent Contractor. Pivot is providing the Services to Client as an independent contractor bound by the terms hereof to perform the Services pursuant to the Client’s instructions. Pivot’s obligations to Client are exclusively contractual in nature. This Agreement does not create any agency, employment, partnership, joint venture, trust, or other fiduciary relationship between the parties. Neither Pivot nor Client shall have the right to bind the other to any third party or otherwise to act in any way as a representative or agent of the other except as otherwise agreed in writing between the parties.
Confidentiality. Each of the parties hereto shall treat and keep all the “Confidential Information” as confidential, with at least the same degree of care as it accords to its own confidential information, but in no event less than a reasonable degree of care. Each party shall disclose the Confidential Information only to its employees, partners, contractors, agents or its legal or other advisors, provided that they have: (i) each been informed of the confidential, proprietary and secret nature of the Confidential Information, or are subject to a binding, preexisting obligation of confidentiality no less stringent than the requirements of this Agreement and (ii) a demonstrable need to review such Confidential Information. “Confidential Information" means all non-public information that is marked as “confidential” or “proprietary” or has commercial value in the party’s business and is obtained by one party (the “Receiving Party”) from the other party (the “Disclosing Party”). All terms of this Agreement are considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that was or is: (a) known to the Receiving Party prior to disclosure by the Disclosing Party; (b) as of the time of its disclosure, or thereafter becomes, part of the public domain through a source other than the Receiving Party; (c) made known to the Receiving Party by a third person who is not subject to any confidentiality obligation known to Receiving Party and such third party does not impose any confidentiality obligation on the Receiving Party with respect to such information; (d) required to be disclosed pursuant to governmental authority, professional obligation, law, decree regulation, subpoena or court order; or (e) independently developed by the Receiving Party. If Pivot is providing tax services for the Client, in no case shall the tax treatment or the tax structure of any transaction be treated as confidential as provided in Treas. Reg. sec. 1.6011-4(b)(3). If disclosure is required pursuant to subsection (d) above, the Receiving Party shall (other than in connection with routine supervisory examinations by regulatory authorities with jurisdiction and without breaching any legal or regulatory requirement), to the extent legally permissible, provide prior written notice thereof to allow the Disclosing Party to seek a protective order or other appropriate relief. Upon the request of the Disclosing Party, the Receiving Party shall return or destroy all of the Confidential Information except for: (y) copies retained in work paper files retained to comply with a party’s professional or legal obligations; and (z) such Confidential Information retained in accordance with the Receiving Party’s normal data back-up procedures.
Intellectual Property. Pivot shall retain the right to reuse the ideas, concepts, know-how, and techniques derived from the rendering of the Services so long as it does not require the disclosure of any of Client’s Confidential Information (as defined above). Pivot shall be entitled to all protections afforded under State and Federal statutory or common law with respect to any report, computer program (source code and object code) or programming and/or material documentation, manual, chart, specification, formula, database architecture, template, system model, copyright, diagram, description, screen display, schematic, blueprint drawing, tape, license, listing, invention, record, development frameworks, code libraries, best practices, general knowledge, skills and experience, or other materials preexisting the execution of this Agreement (“Pivot Intellectual Property”). Unless otherwise specifically stated in this Agreement, the reproduction, distribution or transfer, by any means or methods, whether direct or indirect, of any of Pivot’s or its agents’ Intellectual Property or proprietary information by the Client is strictly prohibited.
Licensing Representation. To the extent necessary for Pivot to perform its obligations described in an applicable SOW, Client represents and warrants that it will obtain, maintain and comply with all of the licenses, consents, permits, approvals and authorizations that are necessary to allow Pivot and its employees, contractors and subcontractors to access and use the services or software provided for the benefit of Client under Client’s third-party services contracts, licenses or other contracts granting Client the right to access, use or receive services or software (each a “Licensing Representation”). Upon Pivot’s request, Client will provide Pivot any references available evidencing the Licensing Representation (e.g., order number, customer support identifier). Tools subject to this Licensing Representation are hereby deemed External Computing Options (as defined in this Agreement). Client hereby releases Pivot Group from all claims and liabilities resulting from (i) Pivot’s reliance on a Licensing Representation and (ii) the functionality of any third-party software or services used or accessed by Pivot.
Insurance. Pivot shall, during the term of this Agreement and for 3 years after termination of same by either Client or Pivot, maintain accountants professional liability and cyber liability insurance coverage from an insurer or insurers licensed to conduct business in the state of Georgia and North Carolina. As of the policy effective date, such insurers or insurers shall be rated A- (Excellent), by A.M. Best with a Financial Size Category of Class VII or greater. Premiums for said insurance policy shall be paid by Pivot. Upon Client’s written request, Pivot 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.
Governing Law. The engagement between Pivot and you and this Agreement shall be construed and enforced in accordance with the laws of North Carolina, and venue for any dispute resolution shall be in the federal or state courts serving Guilford County, North Carolina. Both parties agree to avail themselves to the jurisdiction of such courts and do not protest or appeal the same.
Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the subject matter herein, superseding all prior agreements, negotiations, or understandings, whether oral or written, with respect to the subject matter herein. This Agreement may not be changed, modified, or waived in whole or part except by an instrument in writing signed by both parties.
The above terms were updated February 2026