Master Services Agreement

Fedyshyn CPA Group, PLLC – Master Services Agreement (MSA)

Effective as of: November 7, 2025
Address: 800 S Lafayette St, Shelby, NC 28150
Website: carolinacpas.com/msa

Notice – Master Services Agreement (MSA)

This Master Services Agreement (“MSA”) governs all professional services provided by Fedyshyn CPA Group, PLLC (“Firm,” “we,” “us,” or “our”) to its clients.
By signing any engagement letter, statement of work (“SOW”), or service-level agreement that references this MSA, each client (“Client,” “you,” or “your”) acknowledges that they have read, understand, and agree to be bound by the terms and conditions contained herein.

This MSA is incorporated by reference into each engagement letter and SOW issued by the Firm.
The version in effect on the date your engagement letter is signed governs that engagement.
This MSA may be updated periodically; prior versions remain available upon request.

Master Services Agreement (Full Terms)

This Master Services Agreement (“MSA” or “Agreement”) confirms and specifies the terms and objectives of our professional relationship and clarifies the nature and limitations of the Client Advisory Services (“CAS”) and any other services we provide (collectively referred to as “Services”).

Please read this Agreement carefully as it is important to both Fedyshyn CPA Group, PLLC (“Firm,” “we,” “us,” or “our”) and each Client (“Client,” “you,” or “your”) that you understand and accept the terms under which we perform Services, as well as our respective responsibilities.

Relationship Parameters

The Firm is an independent contractor and not an employee, agent, partner, or joint venturer of any Client. Nothing in this Agreement shall be construed to create an employment, fiduciary, or agency relationship between the Firm and the Client. The Firm retains sole control over the means and methods of performing its Services.

The Firm may provide services to other clients during the term of this Agreement, provided such services do not create a conflict of interest. In the event a potential conflict arises, the Firm will promptly disclose it and, if necessary, withdraw from the affected engagement.

Statements of Work

The specific details of each engagement are separately described in a statement of work (“SOW”) or engagement letter, which is incorporated by reference into this Agreement. Multiple SOWs may be in effect at any given time.

SOWs are subject to this MSA. If a future SOW contains terms that conflict with this MSA, the conflicting terms must be acknowledged in writing by both parties. Each engagement concludes upon delivery or completion of the specified work identified in its SOW.

Client Responsibilities

Clients are responsible for providing timely access to all requested financial and other records, information, and personnel; ensuring the Firm has full cooperation; and granting access to necessary accounts (bank, brokerage, credit card, loans, etc.) required to perform the Services.

Clients retain full responsibility for management decisions, oversight, and compliance with laws and regulations, and for the prevention and detection of fraud. The Firm’s role does not relieve management of its responsibilities.

Firm Responsibilities

The Firm will exercise due professional care and judgment in rendering Services under this MSA and related SOWs in accordance with applicable professional standards, including those established by the American Institute of Certified Public Accountants (AICPA).

Pricing for Services

Fees for Services are detailed in the respective SOWs. If assumptions change or the scope is revised, fees may change accordingly. If not otherwise specified, Services are billed at the Firm’s standard hourly rates in effect at the time the work is performed.

Invoices are due upon receipt and are considered delinquent if not paid within 30 days. Accounts over 45 days past due may result in suspension of work or withdrawal from the engagement. The Firm will not be liable for any damages resulting from suspension due to nonpayment.

If the Firm or its staff are required to appear or provide information in any judicial or administrative proceeding related to work performed under this Agreement, the Client agrees to pay reasonable fees, expenses, and any legal costs incurred as a result.

Limitations of the Engagement

All work performed under this MSA is limited in scope. Our Services cannot be relied upon to disclose errors, fraud, or illegal acts. We are not responsible for the impact of incomplete, withheld, or inaccurate information provided by the Client or its agents.

The Firm does not render legal services and assumes no responsibility for legal, regulatory, or employment matters. Clients are responsible for obtaining separate legal counsel as needed.

Termination

Either party may terminate Services covered by this MSA with 30 days’ written notice. Clients shall pay the Firm for all Services rendered and expenses incurred as of the termination date, plus reasonable transition costs.

The Firm may also withdraw from an engagement if required information is not provided timely. Upon termination, the Firm requires a reasonable period, and no less than 15 business days, to provide transition assistance as necessary.

Indemnification

Clients agree to indemnify the Firm for any damages resulting from the Firm’s good-faith actions. Clients further release and indemnify the Firm from any claims arising from misrepresentations made by the Client or its representatives.

In recognition of the relative risks and benefits of the Services performed under this Agreement, the Client agrees that the Firm’s maximum aggregate liability to the Client for any reason relating to the Services or work product provided shall not exceed the total fees paid to the Firm for those specific Services. This limitation applies to any and all causes of action, whether in contract, tort, or otherwise, except to the extent finally determined to have resulted from the Firm’s willful misconduct or fraud.

Clients also agree to indemnify and hold harmless the Firm and its personnel from any and all third-party claims, liabilities, costs, and expenses arising from the Firm’s performance of Services under this MSA, except where caused by the Firm’s willful misconduct or fraud.

Third-Party Referrals and External Service Providers

From time to time, the Firm may introduce, recommend, or refer Clients to third-party providers of tax strategies, investment products, insurance, or other professional services (“External Providers”). Such referrals are made solely for Client convenience and are not an endorsement or guarantee of any particular outcome or result.

Clients acknowledge that External Providers operate independently of the Firm, and the Firm has no responsibility or control over their advice, services, deliverables, or compliance with applicable laws. Any engagement with an External Provider is solely between the Client and that provider.

The Client further understands and agrees that the Firm is not liable for any loss, disallowance, penalty, interest, or back taxes that may result from the advice, products, or strategies implemented by an External Provider — even if the Firm receives a referral fee, commission, or other compensation in connection with the introduction.

To maintain transparency, the Firm will disclose in writing any referral fee or commission received from such External Providers. Acceptance of services from an External Provider constitutes acknowledgment and consent to that disclosure.

General Provisions

Third-Party Service Providers:
Depending on the nature of the Services, the Firm may share confidential information with third-party service providers, including cloud-based providers, while maintaining internal safeguards and confidentiality agreements.

Electronic Communication and Client Portal:
The Firm uses SmartVault as its secure document portal for all client file exchanges. Clients agree that all sensitive or confidential information, including tax documents and financial statements, should be uploaded and shared exclusively through SmartVault.

While the Firm takes reasonable precautions to secure all communications, email is inherently less secure and may be intercepted, misdirected, or accessed by unauthorized parties. The Firm is not responsible for any breach, disclosure, or loss of confidentiality resulting from the Client’s decision to transmit or receive documents via email instead of SmartVault.

Artificial Intelligence:
The Firm may use generative AI tools to enhance efficiency in accounting, tax research, and document drafting. All AI-generated content is reviewed under professional standards and internal quality controls.

Record Retention:
The Firm retains records related to Services for seven (7) years but does not keep original client records. Clients are responsible for maintaining their own records and any work products provided by the Firm.

Employee Solicitation:
Neither the Client nor the Firm shall solicit or hire each other’s employees involved in the engagement for six months following completion of Services without prior written consent. Violation of this provision results in liquidated damages equal to three times the employee’s annual salary.

Dispute Resolution

If any dispute arises between the Firm and a Client, both agree to first attempt resolution through mediation administered by the American Arbitration Association (AAA) under its rules for professional accounting and related services disputes.
The cost of mediation shall be borne entirely by the party initiating the mediation.

If mediation fails, the matter will proceed to binding arbitration under AAA rules. All arbitration will take place in Cleveland County, North Carolina, and will be governed by the laws of the State of North Carolina.

The prevailing party shall be entitled to reasonable attorneys’ fees and costs, as determined by the arbitrator. By agreeing to this MSA, both parties waive the right to a trial by judge or jury.

Construction and Counterparts

If any provision of this Agreement is found invalid or unenforceable, it will be replaced with a valid provision that most closely reflects the original intent. The remainder of the Agreement remains in full effect.

This MSA and any SOWs referencing it may be executed electronically or in counterparts, which together constitute a single binding agreement.

Acknowledgment

By signing any engagement letter that references this MSA, the Client agrees to and accepts all terms and conditions set forth herein. This MSA may be amended only by posting a new version at carolinacpas.com/msa.
The version posted on this website as of the date of the Client’s signed engagement letter governs that engagement.

Fedyshyn CPA Group, PLLC
800 S Lafayette St | Shelby, NC 28150
© CAMICO / Adapted for use by Fedyshyn CPA Group, PLLC
Revised November 7, 2025