Terms of Service

Acceptance of Terms

By accessing or using any part of our website or services, you represent that you are at least 18 years of age, have the legal capacity to enter into this agreement, and if acting on behalf of a business entity, are authorized to bind that entity. These Terms apply to all visitors, users, and clients.

Use of our professional accounting, tax, payroll, advisory, or M&A services is also governed by a separate engagement letter or service agreement ("Engagement Letter") executed between you and Blackthorne Wicker. In the event of a conflict between these Terms and a signed Engagement Letter, the Engagement Letter will control with respect to the specific professional services covered therein.

Services Provided

Blackthorne Wicker provides professional accounting and advisory services, including:

• Job Costing — project cost tracking, allocation, and reporting
• Bookkeeping — ongoing financial record maintenance and reconciliation
• Tax Preparation — preparation and filing of federal and state tax returns for businesses and individuals
• Payroll — payroll processing, reporting, and compliance
• Advisory Services — financial planning, business strategy, and management consulting
• Mergers & Acquisitions and Exit Planning — transaction advisory, due diligence support, and exit strategy planning

Nothing on our website constitutes legal advice. Our services do not create an attorney-client relationship. For legal matters, you should consult a licensed attorney.

Tax advice provided through our services is subject to IRS Circular 230. Unless explicitly stated in writing, any tax advice contained in communications from Blackthorne Wicker is not intended or written to be used for the purpose of avoiding tax penalties or promoting, marketing, or recommending any transaction or tax-related matter.

Client Portal

We provide a client portal for secure document exchange, messaging, appointment scheduling, and video consultations. By creating a portal account, you agree to:

• Provide accurate and complete registration information and keep it current
• Maintain the confidentiality of your login credentials and not share them with any third party
• Notify us immediately of any unauthorized access to or use of your account
• Use the portal solely for lawful purposes in connection with your engagement with Blackthorne Wicker

We reserve the right to suspend or terminate portal access for violation of these Terms, non-payment of fees, or any conduct that we determine, in our sole discretion, is harmful to us, other users, or third parties.

Video consultations conducted through the portal are subject to our recording and data handling policies. We do not record client video sessions without prior written consent.

Engagement & Fees

The specific scope of services, fees, billing frequency, and payment terms for professional engagements are set forth in the applicable Engagement Letter. By executing an Engagement Letter or otherwise authorizing work to proceed, you agree to pay all fees in accordance with its terms.

Fees are due as specified in the Engagement Letter. Overdue balances may be subject to interest at the maximum rate permitted by Delaware law. We reserve the right to suspend services for non-payment after reasonable notice.

Estimates provided for services are non-binding unless expressly stated to be fixed-fee in the Engagement Letter. Scope changes may result in additional fees, for which we will provide advance notice where practicable.

Client Responsibilities

The accuracy and completeness of our work product depends on the information you provide. You agree to:

• Provide accurate, complete, and timely information, records, and documents necessary for us to perform the services
• Promptly notify us of any changes in your business, financial circumstances, or other relevant facts
• Review and approve all work product and deliverables in a timely manner
• Retain all original records and documents in accordance with applicable legal requirements
• Comply with all applicable laws and regulations, including tax filing deadlines and reporting obligations

We are not responsible for errors, penalties, or other consequences arising from inaccurate, incomplete, or untimely information provided by you or on your behalf.

Confidentiality

We treat all client information as confidential. We will not disclose your financial, tax, or business information to third parties except as required by law, with your consent, or as necessary to perform the services (e.g., to our service providers under confidentiality obligations).

You acknowledge that we may be required to disclose information pursuant to legal process, IRS or state tax authority requests, or professional regulatory requirements, and that such disclosures do not constitute a breach of our confidentiality obligations.

Our confidentiality obligations survive termination of our engagement for a period of five (5) years, except with respect to trade secrets, which are protected indefinitely, and except where a longer retention period is required by law or professional standards.

Intellectual Property

All content on our website — including text, graphics, logos, and software — is the property of Blackthorne Wicker or its licensors and is protected by applicable copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, or create derivative works from our website content without our prior written consent.

Work product we prepare specifically for you pursuant to an engagement (such as financial statements, tax returns, and reports) is provided for your use. We retain the right to use general methodologies, know-how, and templates developed in the course of your engagement for other clients.

Disclaimer of Warranties

OUR WEBSITE AND PROFESSIONAL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACKTHORNE WICKER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that our website will be uninterrupted, error-free, or free of viruses. We do not warrant that our professional services will result in any particular tax, financial, or business outcome. Past results do not guarantee future performance.

General information on our website does not constitute professional advice and should not be relied upon as such without entering into a formal engagement.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLACKTHORNE WICKER, ITS MEMBERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total liability to you for any claim arising out of or related to a professional engagement shall not exceed the total fees paid by you to Blackthorne Wicker during the twelve (12) months immediately preceding the event giving rise to the claim. This limitation applies to all causes of action in the aggregate, including breach of contract, negligence, and tort.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

Indemnification

You agree to indemnify, defend, and hold harmless Blackthorne Wicker and its members, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of our website or services; (b) your violation of these Terms; (c) inaccurate or incomplete information you provided to us; or (d) your violation of any applicable law or third-party rights.

Termination

Either party may terminate a professional engagement by providing written notice in accordance with the applicable Engagement Letter. Upon termination, you are responsible for fees incurred through the termination date. We will provide you with copies of your work product and records as required by applicable professional standards.

We reserve the right to terminate your portal access or refuse service at our discretion, including for non-payment, violation of these Terms, conduct we deem harmful, or where continuing the engagement would create a conflict of interest or professional ethics concern.

Provisions of these Terms that by their nature should survive termination — including confidentiality, intellectual property, disclaimer of warranties, limitation of liability, indemnification, and dispute resolution — will survive.

Dispute Resolution

Informal resolution. Before initiating formal proceedings, you agree to contact us at info@blackthornewicker.com and attempt to resolve the dispute informally for at least thirty (30) days.

Binding arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or our services shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware or by remote means if agreed by the parties. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm, pending arbitration. Nothing in this section prevents either party from pursuing claims in small claims court for disputes within that court's jurisdiction.

Class action waiver. YOU AND BLACKTHORNE WICKER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. To the extent any dispute is not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

Modifications

We may revise these Terms from time to time. When we make material changes, we will update the "Last updated" date and, for active clients, provide notice via email or portal notification. Your continued use of our services after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must discontinue use of our services.

Contact

Questions about these Terms should be directed to:

• Email: info@blackthornewicker.com
• Phone: (302) 636-7454
• Mail: 800 N King St, Ste 304-1761, Wilmington, DE 19801