Effective Date: December 22, 2025

Service Agreement and Scope of Application

These Terms of Service constitute a binding agreement between ProHorizons and any party engaging our brokerage and consulting services. By contracting with ProHorizons for services related to accounting practice sales, acquisitions, mergers, or practice development consulting, you acknowledge full acceptance of these terms and conditions. ProHorizons operates as a licensed business brokerage and consulting firm specializing in transactions involving accounting and tax practices throughout California and adjacent service regions.

Business Services and Operational Framework

ProHorizons specializes in facilitating the sale, acquisition, and merger of accounting and tax practices. Our service portfolio encompasses comprehensive practice valuation, confidential marketing to qualified buyers, buyer screening and qualification, financial arrangement coordination, transaction negotiation, succession planning consultation, and practice development advisory services. ProHorizons functions as an intermediary and consultant in business transactions. We do not provide direct accounting services, tax preparation, bookkeeping, or financial advisory services to retail clients. Our expertise centers on the business transfer process itself, connecting qualified buyers with established practices available for acquisition. All engagements shall be governed by written agreements executed prior to service commencement. These agreements establish the specific scope of services, fee structures, confidentiality obligations, and expected timelines. Verbal discussions or preliminary consultations do not constitute binding commitments unless subsequently documented in executed agreements.

Licensing and Regulatory Compliance

ProHorizons maintains licensing under corporate license number as displayed on our website and business documentation. Our operations comply with applicable business brokerage regulations, real estate transfer requirements where relevant, and professional standards governing business intermediary services.

Clients acknowledge that business transactions involving accounting practices may be subject to various federal, state, and local regulations including but not limited to business transfer laws, professional licensing requirements, lease assignment regulations, and tax implications. While ProHorizons provides guidance throughout the transaction process, clients retain responsibility for obtaining independent legal, tax, and financial advice appropriate to their specific circumstances.

Confidentiality and Non-Disclosure Obligations

Confidentiality forms the cornerstone of our business model. ProHorizons handles sensitive business information including financial statements, client lists, revenue data, staff details, practice valuations, and proprietary operational information. All parties engaging with ProHorizons agree to strict confidentiality obligations regarding any information disclosed during the engagement.

For sellers, practice identity and financial details remain confidential until prospective buyers have been screened, qualified, and executed appropriate non-disclosure agreements. Marketing efforts employ confidential descriptors that protect seller identity while attracting qualified buyer interest. For buyers, financial capacity information, acquisition strategies, and business plans shared with ProHorizons receive equivalent confidential treatment. Information disclosed to sellers occurs only with explicit buyer authorization and only to the extent necessary to facilitate legitimate transaction discussions. Breach of confidentiality obligations may result in immediate termination of services, forfeiture of deposits or fees where applicable, and potential legal action to protect affected parties. All confidentiality obligations survive termination of the engagement and continue indefinitely unless the information becomes publicly available through no fault of the disclosing party.

Financial Arrangements and Compensation Structure

ProHorizons compensation typically derives from success-based fees calculated as a percentage of completed transaction values, retainer arrangements for consulting services, or hybrid structures combining retainer and success components. Specific fee arrangements are detailed in individual engagement agreements.

Where ProHorizons assists in arranging financing for acquisitions, we coordinate introductions to qualified third-party lenders and financial institutions. ProHorizons is not a lender and does not directly provide financing. All financing terms, interest rates, repayment schedules, and lending decisions result from negotiations between buyers and independent lending institutions. ProHorizons disclaims any responsibility for lending decisions, financing availability, or terms offered by third-party financial providers.

Clients acknowledge that financing arrangements may involve lender fees, origination charges, or other costs separate from ProHorizons compensation. ProHorizons may receive referral compensation from lending institutions for successful financing arrangements, which will be disclosed in engagement agreements where applicable.

Representations, Warranties, and Due Diligence

Sellers engaging ProHorizons represent and warrant that all financial information, client data, revenue figures, and business details provided are accurate, complete, and fairly represent the practice’s operational and financial condition. Sellers agree to provide access to books, records, tax returns, and other documentation necessary for buyer due diligence upon execution of appropriate confidentiality agreements.

Buyers engaging ProHorizons acknowledge responsibility for conducting thorough due diligence including but not limited to financial statement verification, client retention analysis, lease review, staff assessment, regulatory compliance verification, and independent valuation. ProHorizons provides information and facilitates access but does not warrant or guarantee the accuracy of seller-provided information beyond our reasonable efforts to verify representations. Both buyers and sellers acknowledge that practice valuations involve subjective assessments, market conditions, and projection assumptions that may not materialize as anticipated. ProHorizons employs industry-standard valuation methodologies but cannot guarantee future performance, client retention, revenue stability, or transaction completion.

Limitation of Guarantees and Best Efforts Standard

ProHorizons commits to professional, diligent efforts in facilitating practice transactions but explicitly disclaims guarantees regarding:

  • Achievement of specific sale prices or valuation targets
  • Transaction completion within particular timeframes
  • Buyer qualification or financing approval
  • Client retention following ownership transfer
  • Revenue maintenance post-transaction
  • Regulatory approval where required

Our services operate on a best efforts basis utilizing our expertise, market knowledge, industry relationships, and professional judgment. External factors including market conditions, economic fluctuations, buyer availability, financing availability, regulatory changes, and unforeseen business developments may impact transaction outcomes beyond ProHorizons’ control.

Conflict of Interest Disclosure and Dual Agency

As a business intermediary, ProHorizons may represent both buyers and sellers in different transactions, and in some cases may facilitate transactions where we have relationships with both parties. We maintain professional standards requiring disclosure of any material conflicts of interest and obtain informed consent where dual agency or conflicted relationships exist.

ProHorizons may maintain business relationships with lenders, attorneys, accountants, and other service providers to whom we provide referrals during the transaction process. Where these relationships involve referral fees or compensation arrangements, such relationships will be disclosed in engagement agreements or during the referral process.

Data Security and Information Protection

ProHorizons implements administrative, technical, and physical safeguards designed to protect sensitive business information from unauthorized access, disclosure, alteration, or destruction. These measures include secure document storage systems, access controls limiting personnel exposure to confidential information, encrypted data transmission protocols, and regular security assessment procedures.

Despite these protective measures, no data security system provides absolute protection against all potential threats. Clients acknowledge that electronic communication and data storage involve inherent security risks. ProHorizons disclaims liability for unauthorized access or data breaches resulting from circumstances beyond our reasonable control, including but not limited to sophisticated cyber attacks, client security failures, or third-party system vulnerabilities.

Term, Termination, and Post-Engagement Obligations

Engagement terms, termination provisions, and notice requirements are specified in individual service agreements. Either party may terminate engagements according to agreement terms, subject to obligations for work performed, fees earned, and continuing confidentiality requirements.

Certain obligations survive engagement termination including:

  • Confidentiality and non-disclosure commitments
  • Payment obligations for services rendered
  • Indemnification provisions where applicable
  • Dispute resolution procedures

Liability Limitations and Indemnification

To the maximum extent permitted by applicable law, ProHorizons’ total liability for any claims arising from services provided shall not exceed the total fees paid by the client for the specific engagement giving rise to the claim.

ProHorizons disclaims liability for indirect, consequential, incidental, or punitive damages including but not limited to lost profits, business interruption, opportunity costs, or damages resulting from third-party actions or decisions.

Clients agree to indemnify and hold ProHorizons harmless from claims, damages, or liabilities arising from:

  • Client misrepresentations or warranty breaches
  • Client violations of confidentiality obligations
  • Third-party claims based on client-provided information
  • Regulatory violations or compliance failures attributable to client actions
  • Disputes between transaction parties regarding matters outside ProHorizons’ scope of services

Digital Platform and Electronic Communications

ProHorizons’ website provides general information about our services, market insights, and contact mechanisms. Website content does not constitute an offer to provide services or create engagement relationships. Formal service engagements require executed written agreements.

Electronic communications including email, secure document portals, and digital signature platforms may be utilized for document exchange and transaction coordination. Clients consent to electronic communication methods and acknowledge associated security considerations. Sensitive financial information should be transmitted only through secure channels designated by ProHorizons.

Terms Modification Protocol

ProHorizons retains authority to modify these Terms of Service periodically to reflect operational changes, regulatory updates, or service evolution. Material modifications will be communicated through website posting with clear revision date indication.

Existing engagement agreements remain governed by terms in effect at agreement execution unless parties execute amendments incorporating updated terms. New engagements following term modifications operate under current terms at engagement commencement.

Governing Law and Jurisdiction

These Terms of Service and all related agreements are governed by California law without regard to conflict of law provisions. Parties consent to exclusive jurisdiction in California courts for matters not subject to arbitration provisions.

Contact Information and Service Inquiries

For questions regarding these Terms of Service, to discuss potential engagements, or for matters concerning ongoing transactions, contact:

ProHorizons

1900 S Norfolk Street, Suite 350, San Mateo, California 94403-1171

Phone: 800-729-3242

Fax: 800-874-4532

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