The SaaS Bookkeeper
General Service Terms and Conditions
v1.0, published October 8, 2024
These General Terms and Conditions ("Terms") govern your use of the services provided by The SaaS Bookkeeper. By entering into an agreement or contract with us, you agree to be bound by these Terms, which are incorporated by reference into any signed service agreements between you (the "Client" or “you”) and The SaaS Bookkeeper (“us” or “we”).
Please review these Terms carefully. Your continued use of our services constitutes your ongoing acceptance of any updates or modifications to these Terms. In the event of any conflict between the Terms listed here and any specific provisions in a signed agreement, the terms of the signed agreement will take precedence.
We may update these Terms periodically, and it is your responsibility to review the most current version, available at https://theSaaSbookkeeper.com/serviceterms. If we make material changes, we will notify you by email or other communication methods.
If you have any questions or concerns about these Terms, please contact us at info@theSaaSbookkeeper.com.
Engagement Scope
We will provide professional services at your request. You have engaged us to provide the specified scope of services outlined in your service agreement.
For accounting services, including our monthly accounting service, accounts payable service and sales tax services, we will perform our services in accordance with the Statement on Standards for Consulting Services issued by the American Institute of Certified Public Accountants. Without limiting the extent of the work we may provide for you, we will perform only the specified services at the specified intervals for this engagement. We will not account for earlier periods unless you specifically ask us to do so and we agree. In addition, we have no responsibility to update our work for events and circumstances that occur after the date we complete our work.
For tax services, including our income tax subscription service, will perform our tax services in accordance with the Statements on Standards for Tax Services ("SSTSs") issued by the American Institute of Certified Public Accountants ("AICPA") and U.S. Treasury Department Circular 230 ("Circular 230"). It is our duty to perform services with the same standard of care that a reasonable tax return preparer would exercise in this type of service. It is your responsibility to safeguard your assets and maintain accurate records pertaining to transactions. We will not hold your property in trust for you, or otherwise accept fiduciary duties in the performance of the service.
No Assurance
Our work will not constitute an audit, review, or compilation of the information provided, and accordingly, we will not express a conclusion or provide any other form of assurance on the completeness or accuracy of the information. Our services cannot be relied upon to discover or disclose errors, irregularities or illegal acts, including fraud or defalcations, which may exist. However, we may inform you of any matters that come to our attention.
Supervision and Review
It is our understanding that a member of your management, who possesses requisite skill, knowledge, or experience, will oversee our services and make all management decisions and perform all management functions. Our services may include advice and recommendations, which are based upon our knowledge, training, and experience. However, at all times, any decisions in connection with implementation of any advice and recommendations are solely yours, as is the responsibility for the financial records and management of your organization. We encourage you to reflect upon our recommendations and decide what you believe is best for you. You are responsible for establishing and maintaining internal controls relevant to your organization over as well as monitor ongoing activity related to your operations. You are responsible for reviewing our work and making the final management decisions related to your financial statements.
Unanticipated Services
Only the services which are listed in your service agreement are included within the scope of our agreement. If there is additional work that you wish us to carry out which is not listed in the schedule, any additional work will be quoted to you before the commencement of said additional work.
Your Cooperation
For us to perform our services, we’ll need access to certain information. We’ll provide a list of the information that we need to complete our services. You agree to provide us this requested information in a complete, accurate and timely manner. If you do not reasonably cooperate, we reserve the right to withdraw from this agreement.
If you provide our firm with copies of bank, brokerage, investment advisor, or digital asset statements, we will use the information solely for the purpose our services. We will rely on the accuracy of the information provided in the statements and will not undertake any action to verify this information. We will not monitor transactions, investment activity, provide investment advice, or supervise the actions of the entity or individuals entering into transactions or investment activities on your behalf. We recommend that you receive and carefully review all statements upon receipt, and direct any questions regarding account activity to your banker, broker or investment advisor.
Confidentiality; Our Proprietary Information
In conducting our services, information acquired by us is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties except as required or allowed for by law, or with your express written consent. This applies even if you are no longer a client. We are committed to safekeeping of your confidential information, and we maintain physical, electronic, and procedural safeguards to protect it. However, we may be required by law to disclose what may otherwise be considered confidential information of yours if requested by the IRS or federal government, or if you disclose that information to a third party.
You assume all responsibility relating to adherence with privacy and disclosure requirements relating to the use and sharing of information in your industry. If your business or industry requires greater privacy or security protections than those provided in these terms, it is your responsibility to ensure that your disclosure of information to us is in compliance with such requirements, and you agree to indemnify and hold us harmless in connection with any claims arising from your failure to do so.
You acknowledge that the proprietary information, documents, materials, management techniques, and other intellectual property we use are a material source of the services we perform and that these were developed prior to our association with you. Any new forms, software, documents, or intellectual property we develop in our services for your use shall belong to us, and you shall have the limited right to use them solely within your business. All report templates, manuals, forms, checklists, questionnaires, letters, agreements (including this one), and other documents, which we make available to you, are confidential and proprietary to us. Any and all new documents created as a result of this engagement will automatically become our property. Neither you, nor any of your agents, will copy, electronically store, reproduce, or make available to anyone other than your personnel, any such documents. This agreement will apply to all materials whether in digital or "hard copy" format.
Electronic Communications
In connection with our services, we may communicate with you or others via email transmission or other electronic means such as text messages or Slack. As electronic transmissions can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that such messages from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of electronic messages transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of electronic transmissions, including any consequential, incidental, direct, indirect or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.
Referrals
In the course of providing services to you, you may request referrals to professionals such as other accounting professionals, bankers, attorneys, brokers, or investment advisors or products such as accounting, finance or payroll related applications. We may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets your needs. You agree that we will not oversee the activities of and have no responsibility for the work product of any professional or the suitability of any product we refer to you or that you separately retain. Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals or products you may retain. As a partner to many accounting-related applications and service providers, we occasionally resell these applications at a margin or receive a small referral commission from applications or service providers.
Third-Party Service Providers or Subcontractors
To enhance our availability to meet your professional service needs while maintaining service quality and timeliness, we may use a third-party service provider to assist us. This may include provision of your confidential information to the third-party service provider. We require our third-party service providers to have established procedures and controls designed to protect client confidentiality and maintain data security. As the paid provider of professional services, our firm remains responsible for exercising reasonable care in providing such services, and our work product will be subjected to our firm's customary quality control procedures.
By accepting the terms and conditions of our engagement, you consent to the disclosure of your confidential information to third-party service providers, if such disclosure is necessary to deliver professional services to you or provide support services to our firm.
Record Retention
During our work with you, we may use one or more third party applications (including internet-based application providers) to provide portions of our services to you. This may include online filing of your accounts payable or other business documents. By signing this agreement you confirm that you understand the services being provided and also agree that we are not liable for record retention or any other aspect of the services provided by these third parties, even if we absorb the cost (in part or in full) of a third party service as a benefit to you. You at all times assume responsibility for a decision to maintain hard copies of your original documents or to limit your document retention to the digital copies stored by the web application.
It is our policy to keep records related to our service for 7 years for discontinued clients and indefinitely for ongoing clients. If you are unsure as to how to best maintain your records, please let us know and we can review this with you. We will provide you with copies of all reports prepared that should be a part of your books and records, but our records pertaining to this engagement are not a substitute for your original records, and physical deterioration or catastrophic events may shorten the term during which our records will be available.
In the unlikely event that we do obtain any hard copy documents from you, all original paper documents provided by you will be returned to you promptly as our work is complete. We do not keep copies of these documents as a policy. It is your responsibility to safeguard your documents in case of future need. We may occasionally keep some copies we deem necessary to our work.
If our service agreement with you ends for any reason, we may provide you with the option to continue any third-party subscription-based services at your expense (in some cases we may have absorbed the cost of these services during our work with you). If you agree to complete the transfer of services to your name and assume responsibility for payment within 10 days of the end of our work with you. Our "end date" will be defined as the 11th business day following the date shown on the email or letter of termination/resignation transmitted by either party. You understand that if you do not assume responsibility for these services that the third-party subscription-based service may be cancelled. Additional fees may apply if you elect to restore those services (if that option is available from the service provider) or request copies (digital or hard copy) of records from the third-party provider.
Working Paper Access Requests by Regulators and Others
State, federal and foreign regulators may request access to or copies of certain workpapers pursuant to applicable legal or regulatory requirements. Requests also may arise with respect to peer review, an ethics investigation, the sale of your organization, or the sale of our accounting practice. If requested, access to such workpapers will be provided under the supervision of our personnel. Regulators may request copies of selected workpapers to distribute the copies or information contained therein to others, including other governmental agencies.
If we receive a request for copies of selected workpapers, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of information. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.
If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.
If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such summons or subpoena as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.
If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.
Disclaimer of Legal and Investment Advice
Our services under this Agreement do not constitute legal or investment. We recommend that you retain legal counsel and investment advisors to provide such advice.
Newsletters and Similar Communications
We may send newsletters, emails, explanations of technical developments or similar communications to you. These communications are of a general nature and should not be construed as professional advice. We may not send all such communications to you. These communications do not constitute a client relationship with you, nor do they constitute advice or an undertaking on our part to monitor issues for you.
Indemnification
You to indemnify us for any monetary losses, including attorney's fees, caused in whole or part, by your negligence, dishonest intentional act, or failure to meet or fulfill the obligations outlined in our service agreement.
Independent Contractor
When providing services to your company, we will be functioning as an independent contractor and in no event will we or any of our employees be an officer of you, nor will our relationship be that of joint ventures, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to you.
Our obligations under the service agreement are solely obligations of The SaaS Bookkeeper and no partner, principal, employee or agent of The SaaS Bookkeeper shall be subjected to any personal liability whatsoever to you or any person or entity.
Force Majeure
Neither party shall be held liable for any delays resulting from circumstances or causes beyond our reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease Control and Prevention, or any law, order or requirement of any governmental agency or authority. However, no Force Majeure event shall excuse you of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under this Agreement.
Limitation of Liability
You agree that the liability of The SaaS Bookkeeper arising from the services performed shall be limited to the fees which you pay us for the performance of this service. You agree that this will be your only remedy and you hereby waive any other claims may have for actual, incidental, and consequential damages including, without limitation, lost profits and third-party claims.
You agree to indemnify and hold us harmless with respect to any and all claims arising from the use of the tax returns for any purpose other than filing with the IRS, state and local tax authorities regardless of the nature of the claim, including the negligence of any party, excepting claims arising from the gross negligence or intentional wrongful acts of The SaaS Bookkeeper.
You agree that any action against The SaaS Bookkeeper in relation to services rendered shall be commenced within two years of the later of a. the date of the service agreement or b. the date the of the underlying accounting period, transaction or tax year the service related to. Any action not brought within that two-year period shall be barred, without regard to any other limitations period set forth by law or statute. If any dispute, controversy, or claim arises out of or relating to services rendered under this agreement, you agree to settle by binding mediation administered by the American Arbitration Association in accordance with its Rules for Professional Accounting and Related Services Disputes.
You agree to hold The SaaS Bookkeeper and its partners, heirs, executors, personal representatives, and assigns harmless of any and all claims which arise from knowing misrepresentations to The SaaS Bookkeeper by your organization’s management or personnel, or the intentional withholding or concealment of information from The SaaS Bookkeeper by your organization’s management or personnel. You also agree to indemnify The SaaS Bookkeeper for any and all claims made against us by third parties which arise from any of these actions by your organization’s management or personnel, as long as The SaaS Bookkeeper is not negligent in the performance of its services.
Billing
Our services are generally billed on a recurring subscription basis. Fixed monthly recurring billing rates are due on the first day of each service month. Fixed monthly recurring billing relates to the current month's service. The current month's service relates to the prior month's financial statement close and related period bookkeeping tasks. For example, February's monthly service payment is for our services performed in February related to the January accounting period.
Your service agreement may also contain one-time service items, such as new customer onboarding or project work. Payment for one-time services is due in advance of the service performed.
In unique cases where it is difficult to define the scope of the service required, your service agreement might include an hourly rate. If you have been quoted an estimate based on an hourly rate, we will invoice you monthly for the actual hours incurred. Your price will be based on our regular billing rates, plus direct out-of-pocket expenses.
For your convince, we may subscribe to accounting-related applications and include the cost of those applications in your monthly payment.
All payments must be paid through auto-ACH or credit card on file, unless otherwise approved.
When you engage in our services, we reserve our personnel as available resources to perform the requested services in the scheduled time periods. Even if you do not provide the information for us to satisfactorily perform our services, including those discussed above in Cooperation, you are still responsible for payment of the agreed upon services, as we have reserved those resources for you based on your service agreement.
Price Changes
Pricing is subject to change during the duration of your service agreement. Price changes are most often as result of the following factors:
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Change in scope. If you request an increase or decrease in requested service levels (scope), we will provide you an updated pricing for the new service level. Examples of changes in scope include additional entities or locations, accounts payable services, tax services, and early close timing.
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Changes in transaction volumes and accounts. The transaction volume within your business and the nature and number of bank accounts, credit card accounts, distribution channels, etc. The transaction and account volume is a significant driver of the amount of work required to perform accounting services.
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Changes in costs and market pricing. Like all services, the general cost of providing accounting services changes over time, including the cost of labor, insurance, applications and other business costs that effect the overall costs and market pricing of our services. You should anticipate an increase in pricing of at least 5% annually.
Prior to changing our pricing, you will be given at least a 45-notice period, except for changes in scope that you have request. Price changes related to you requested changes in scope will be effective in the month the change in scope is effective.
Termination
We may agree to vary or terminate your service agreement at any time. Although we request a 30-day notice, you may also terminate this agreement at any time.
No refunds are provided for terminated services, even if you have not received your deliverable, such as your monthly accounting or annual tax returns.
If you terminate your income tax subscription service AND you have paid for less than six months of your income tax subscription AND we have prepared and filed a federal income tax return for you, then you will be subject to a early termination penalty equal to [your monthly income tax subscription price x (6 minus the number of months that you paid your subscription)].
Upon termination, you agree to pay us for any work performed up to your notice of termination as previously agreed among us, or otherwise at our then current rates, that has not yet been paid. We may use any deposits or payments already received and apply them to your account in satisfaction of any amounts owing at the time of termination.
We reserve the right to suspend our services or to withdraw from this engagement if any of our payments are deemed delinquent. If any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including lawyers' fees.
Our Team
Our team is very important to our ability to deliver services to our clients. We therefore strongly discourage clients from hiring any employee, agent, representative, or subcontractor of The SaaS Bookkeeper ("The SaaS Bookkeeper Personnel"). While we request that you do not extend an offer of employment to our Personnel, we recognize there may in fact be a desire to do so. Accordingly, we have instituted the following structure for such situations:
In the event you wish to either directly or indirectly make an offer of employment to The SaaS Bookkeeper Personnel either during the term of this service agreement or two years thereafter, you agree to: i) notify us in writing in advance of such offer; ii) allow The SaaS Bookkeeper Personnel transition time of not less than four weeks; iii) pay The SaaS Bookkeeper concurrent with the candidate's acceptance of your offer of employment (the "Placed Candidate"), a "Placement Fee" in an amount equal to equal to 50% of the annualized salary, wages, and other compensation currently earned by The SaaS Bookkeeper at the time of the initial solicitation of the Placed Candidate; and iv) provide The SaaS Bookkeeper a general release of all claims up to and including the date of the hiring of the Placed Candidate.
The failure to pay The SaaS Bookkeeper a Placement Fee for a Placed Candidate and us a general release as set forth above shall constitute a breach of this agreement, and we shall be entitled to an injunction to stop the hiring or discontinue the employment of such Placed Candidate, as well as pursue any other remedies it may have in accordance with applicable law.
Federally Authorized Practitioner – Client Privilege
Internal Revenue Code §7525, Confidentiality Privileges Related to Taxpayer Communication, provides a limited confidentiality privilege applying to tax advice embodied in taxpayer communications with federally authorized tax practitioners in certain limited situations.
This privilege is limited in several important respects. For example, the privilege may not apply to your records, state tax issues, state tax proceedings, private civil litigation proceedings, or criminal proceedings.
While we will cooperate with you with respect to the privilege, asserting the privilege is your responsibility. Inadvertent disclosure of otherwise privileged information may result in a waiver of the privilege. Please contact us immediately if you have any questions or need further information about this federally authorized practitioner-client privilege.
Privacy Statement Related to Overseas Personnel
Some of The SaaS Bookkeeper Personnel are located outside of the United States, primarily in the Philippines. The SaaS Bookkeeper Personnel assist in preparing financial information and preparing tax returns. In the course of these duties, they will have access to your financial data, including tax return data that might have your personally identifiable information, such as your Social Security Number from your personal tax return or payroll information. All The SaaS Bookkeeper Personnel maintain adequate data protection safeguard (as required by the regulations under 26 U.S.C. section 7216) to protect privacy and prevent unauthorized access of tax return information.
By agreeing to these Terms, you consent for us to disclose this information to The SaaS Bookkeeper Personnel acknowledging that United States federal agencies may not be able to enforce United States laws that protect your tax return information from further use or distribution.
If you believe your tax return information has been disclosed or used improperly in a manner unauthorized by law or without your permission, you may contact the Treasury Inspector General for Tax Administration (TIGTA) by telephone at 1-800-366-4484, or by email at complaints@tigta.treas.gov.
Monthly Accounting Services
Unless otherwise included as a separate service item, our monthly accounting service provides a 30-day accounting close along with regular bookkeeping updates throughout the month. If you would like to a price quote for an earlier close timing, please contact us.
Upon completion of our monthly accounting close, we will provide you with a closing workbook that provides certain supporting documents and schedules for your monthly close. We encourage you to review the monthly close documents and the related financial statements and provide us with any changes or updates. If requested changes or updates are received within 5 business days, we will update the financial statement and send a revised financial workbook. Only one round of changes are included in your fixed price.
If changes are received after five business days or if additional round(s) of changes are requested, these changes will be incorporated into the subsequent month's accounting close process. If you request these late or additional changes be made before subsequent month's accounting close process, we will charge an additional $200 for each round of changes requested.
Unless otherwise included as a separate service item in this agreement, monthly accounting services do not include bill payment support, payroll processing, software application costs, clean-up or prior period accounting, invoice preparation, accounts receivable collections, budgeting, forecasting, data analysis, class or location tracking, project accounting, taxes (including income taxes, franchise taxes, property taxes, sales taxes, VAT taxes), board meeting attendance, annual audit support, inventory counts, inventory pricing or tracking, crypto currency tracking, Form 1099 preparation, employee reimbursements, sales commission calculations, census reporting, insurance audit support, ASC 606 or 842 analysis, or consolidated statements. If interested in these services, contact your sales or accounting team for an additional quote or referral.
Income Tax Services
If you have engaged us for income tax services, we will prepare the tax returns indicated in the Service Agreement. We will not prepare any tax returns other than those specifically identified, without your written request, and our written consent to do so. We will rely upon the completeness and accuracy of the information and representations you provide to us to prepare your tax returns. Unless we have been specifically engaged to do so in the Service Agreement, we have not been engaged to and will not prepare financial statements. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information.
We will prepare the above-referenced tax returns solely for filing with the Internal Revenue Service ("IRS") and applicable state and local tax authorities. Our work is not intended to benefit or influence any third party, either to obtain credit or for any other purpose.
Extending your tax return
As a matter of course, we automatically file extensions for all tax returns to ensure no last-minute issues arise, even if we anticipate meeting the original deadline. This helps us manage workload efficiently and provide you with the best service during tax season. Filing an extension does not create red flags or increase the likelihood of an IRS audit. It's a common and accepted practice that simply provides more time to file, without affecting your return's standing with the IRS. There are very few advantages to filing your tax return early, but many advantages to filing later as you have more data about the subsequent year to make strategic tax decisions.
Scheduled appointments
You will choose a specific week from our available time slots to have all your documents gathered and uploaded to our portal. If the documents are not submitted by your scheduled date, you will need to reschedule for the next available slot, ensuring we can maintain timely service for all clients.
Within two weeks of your scheduled time, we will review your submitted documents and request any follow up questions or documents. You will then have up to two weeks to submit the remaining information and complete your return. Failure to do so will require you to reschedule for the next available slot.
If information is not received at least 45 days prior to tax return due date, we may not be able to complete your return by the due date.
Arguable positions
We will use our professional judgment to resolve questions in your favor where a tax law is unclear, provided that we have a reasonable belief that there is substantial authority for doing so. If there are conflicting interpretations of the law, we will explain the possible positions that may be taken on your return. We will follow the position you request, provided it is consistent with our understanding of tax reference materials. Tax reference materials include, but are not limited to, the Internal Revenue Code ("IRC"), tax regulations, Revenue Rulings, Revenue Procedures, Private Letter Rulings, court cases, and similar state and local guidance. If the IRS, state or local tax authorities later contest the position you select, additional tax, penalties, and interest may be assessed. You will be responsible for these amounts, as well as any related professional fees, you may incur to respond to the tax authority.
Prior year review
Unless separately agreed to do so to do so on the Services Summary, our tax service does not include a review of the prior year's tax return. If separately agreed to, our review of prior year returns will necessarily be limited and may not find all errors. We will, however, bring to your attention errors that we do find. Similarly, if you become aware of any information impacting prior year tax returns, please contact us. If an error or information impacting prior year tax returns is discovered by you or us, we will discuss resolution options with you. If you ask us to prepare amended tax returns, and we agree, we will confirm this service in a separate written agreement.
Before amending previously filed tax returns, we will endeavor to evaluate the tax returns and supporting schedules. Our review of the prior year's tax return(s) will necessarily be limited and may not identify all errors. If, based upon our review of these documents, we determine that additional corrections are needed, or that other tax filing obligations exist, we will explain these matters to you. In addition, we will provide an estimate of any change in tax, penalties and interest that may apply related to any newly identified corrections, as well as any additional fees we may charge to prepare the amended return or file additional returns. We will confirm all changes in scope with you in writing. A separate agreement may be necessary.
Estimated tax payments
You may be required to make quarterly estimated tax payments. Unless separately listed in your Services Agreement, you have not engaged us to calculate your quarterly estimated tax payments. If you would like to add on this service, please contact us. If you have engaged us on the Services Summary to recommend estimated quarterly tax payments, we will calculate these estimated payments using information provided by you.
Tax questions
It is common to have tax questions throughout the year or receive notices from various taxing authorities. Unless separately listed in your Service Agreement, you have not engaged us to assist you with these matters. If you would like to add on this service, please contact us.
Tax planning services
Unless separately listed in your Service Agreement, you have not engaged us to perform tax planning services. If you would like to add on this service, please contact us.
However, we may, at our sole discretion, bring to your attention potential tax planning opportunities for your consideration. Prior to proceeding with any additional services, we will confirm the additional scope and pricing with you. These services will be billed either at an agreed to fixed price or at our standard hourly rates and will be subject to the terms of your Service Agreement.
Government inquiries
Unless separately listed in your Service Agreement, you have not engaged us to respond to inquiries by any governmental agency or tax authority. If your tax return is selected for examination or audit, you may request our assistance in responding to such an inquiry. If you ask us to represent you, and we agree, we will confirm this service in a separate written agreement. If you would like to add on this service, please contact us.
Third party requests
We will not respond to any request from banks, mortgage brokers or others for verification of any information reported on these tax returns. We do not communicate with third parties or provide them with copies of tax returns.
Divorce
If you have engaged us for an individual tax return for a married couple and you inform us of your pending divorce, we will advise each of you to seek independent tax advice as we will not be able to advise either of you until your divorce is finalized. In order to prepare your return, we will require written instruction from your respective divorce attorneys [or, if the spouse(s) is/are unrepresented, the unrepresented spouse(s)] providing decisions we need to prepare your tax return. For example, your income tax return filing status is an item about which we will need instruction. Electing a filing status of married filing jointly establishes joint liability for taxes owed. If we do not receive instruction agreed to by you and your spouse to prepare your returns prior to the filing deadline, you will be responsible for any late filing and late payment penalties assessed.
In the event that you elect to file separate tax returns, you will both be required to sign new, separate written agreements prior to the preparation of the returns.
As you may have conflicting interests with your spouse, you will both be required to sign a conflict of interest waiver before we are able to prepare your returns.
Tax advice
Any advice we may provide is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update our advice after the conclusion of the service for subsequent legislative or administrative changes or future judicial interpretations. To the extent we provide written advice concerning federal tax matters, we will follow the guidance contained in Circular 230, §10.37, Requirements for Written Advice.
Reliance on others
There may be times when another tax advisor is engaged to assist us in providing services. If you wish to take a tax position based upon the advice of another tax advisor, we must comply with Circular 230, §10.37(b) and AICPA SSTS No. 1 and related Interpretations 1-1 and 1-2, which require the position to meet the "realistic possibility," "substantial authority," or "more likely than not" standard, as applicable. You agree to obtain a written statement from the advisor confirming the standard that should apply so the position may be properly disclosed. If additional research or disclosure is required, you agree to pay for the additional charges necessary to complete the disclosure or research. Moreover, you understand that the IRS, state or local tax authority could disagree with the position taken on the return. If this occurs, you will be responsible for any additional tax, penalties and interest, as well as any related professional fees, you may incur.
Substantial understatement penalties
The IRS and many states impose penalties for substantial understatement of tax. To avoid the substantial understatement penalty for federal purposes, you must have substantial authority to support the tax treatment of the item challenged by the IRS or have an adequate disclosure of the item. To fulfill the adequate disclosure requirement, you may be required to attach to your tax return a completed Form 8275, Disclosure Statement, or Form 8275-R, Regulation Disclosure Statement, which discloses all relevant facts. Similar rules may apply at the state level.
You agree to advise us if you wish to disclose a tax treatment on your return. If you request our assistance in identifying or performing further research to ascertain if there is substantial authority for the proposed position to be taken on the tax item(s) in your returns, and we agree, we will confirm this service agreement in a separate written agreement. You are responsible for contacting us if additional assistance is required.
If we conclude as a result of our research that you are required to disclose a transaction on your tax return, you consent to attach Form 8275 or Form 8275-R to your tax return for filing after we discuss the matter with you. If the IRS, state or local tax authorities later contest the position taken, additional tax, penalties, and interest may be assessed. You will be responsible for these amounts, as well as any related professional fees, you may incur to defend the position taken.
Tax return preparer standards, reportable transactions and tax shelters
Pursuant to the standards prescribed in Circular 230 and IRC §6694, we, as tax return preparers, are prohibited from signing a tax return unless we have a reasonable belief that there is substantial authority for a tax position taken on the tax return, or we have a reasonable basis for the tax return position taken on the return, and we disclose this tax position in a separate attachment to the tax return.
The law imposes substantial penalties on taxpayers and tax advisors for failure to disclose listed and other reportable transactions on Form 8886, Reportable Transaction Disclosure Statement. In general, reportable transactions are potentially abusive transactions identified by the IRS that have a primary purpose of tax avoidance, including but not limited to listed transactions, confidential transactions, transactions with contractual protection, loss transactions, and transactions of interest (a definition of "reportable transactions" is located at https://www.irs.gov/instructions/i8886 and includes a link to a summary of listed transactions).
The law imposes substantial penalties on taxpayers and tax advisors for failure to disclose tax shelters on Form 8271, Investor Reporting of a Tax Shelter Registration Number. A tax shelter is defined in IRC §6662(d)(2)(C) as a partnership or other entity, investment plan or arrangement, or any other plan or arrangement if a significant purpose of such partnership, entity, plan or arrangement is the avoidance or evasion of federal income tax.
You agree to advise us of any tax shelters and/or reportable transactions identified in tax reference materials. Unless a reportable transaction is more likely than not to be sustained on its merits, IRC §6662A, Imposition of Accuracy-Related Penalty on Understatements with Respect to Reportable Transactions, requires us to disclose the reportable transaction in a separate attachment to the tax return. Similarly, unless a tax shelter is more likely than not to be sustained on its merits, IRC §6662(d)(2)(C), Imposition of Accuracy-Related Penalty on Underpayments, requires us to disclose tax shelters in a separate attachment to the tax return.
If you do not consent to a required disclosure, we may be unable to prepare your tax returns.
You will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees resulting from your failure to timely notify us, in writing, of any tax shelters and/or reportable transactions identified in tax reference materials in order to facilitate the timely preparation and filing of your tax returns.
Foreign investments
Unless separately listed in your Service Agreement, you have not engaged us file any forms related to foreign investments. If you have foreign investments you agree to provide us with complete and accurate information regarding any foreign investments in which you have a direct or indirect interest, or over which you have signature authority, during the tax years that we are engaged to prepare for you.
The foreign reporting requirements are very complex, and failure to timely file the required forms may result in substantial civil and/or criminal penalties. If you have any questions regarding the application of the reporting requirements for your foreign interests or activities, please ask us. You will be responsible for penalties associated with the failure to file or untimely filing of any of these forms.
Foreign filing obligations
You are responsible for complying with the tax filing requirements of any other country. You acknowledge and agree that we have no responsibility to raise these issues with you and that foreign filing obligations are not within the scope of your Service Agreement.
Digital assets
There are specific tax implications of investing in digital assets (e.g., virtual currencies such as Bitcoin, non-fungible tokens, virtual real estate and similar assets). The IRS considers these to be property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, digital assets are subject to the same general tax principles that apply to other property transactions.
Unless separately listed in your Service Agreement, you have not engaged us to track the tax implications of digital assets.
If you transacted in digital assets during the tax year, you may have tax consequences and/or additional reporting obligations associated with such transactions. You agree to provide us with complete and accurate information regarding any transactions in, or transactions that have used, digital assets during the applicable tax year. If you have any questions regarding your digital assets and/or transactions, please ask us.
Worker classification
You acknowledge and confirm that you, in consultation with other professional advisors, as needed, are responsible for determining the correctness of any worker classification. Payroll tax withholding and related employer payroll tax implications result from this determination. We cannot advise you with respect to worker classification and will rely upon your determination of same.
We recommend obtaining a signed contract and signed Form W-9, Request for Taxpayer Identification Number and Certification, or Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals,) from all independent contractors. You should provide all independent contractors with both forms and let them determine the form (W-9 or W-8BEN) that reflects their status.
Unless separately listed in your Service Agreement, you have not engaged us prepare Form 1099s. If you would like to add on this service, please contact us. You should also issue a Form 1099-NEC, Nonemployee Compensation, to all unincorporated independent domestic contractors to whom you pay $600 or more for services. For those who provided a completed Form W-8BEN, a Form 1042-S must be issued to individuals if any payment is made from U.S. sources that would be deemed to be fixed or determinable annual or periodical income or other types of income included in the instructions, even if these payments are subject to a reduced income tax withholding rate or are exempt from income tax withholding due to an income tax treaty. In addition, state rules should also be reviewed to determine if state taxes are required to be withheld and separate returns completed for any independent contractor. At your written request, we are available to provide written answers to your questions on required documentation.
Some of these filings are due as early as January 31, with significant penalties assessed for late filing, non-filing and filing of incorrect information. Preparation of these forms is not within the scope of this Agreement. If you ask us to prepare these forms, and we agree, we will confirm this service in a separate written agreement. If you fail to adhere to the filing deadlines, you will be responsible for any penalties, interest and related professional fees for the improper filing.
Penalties and Interest Charges
Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file or late filing of returns, and underpayment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities.
Ultimate responsibility
You have final responsibility for the accuracy of your tax returns. We will provide you with a copy of your electronic tax returns and accompanying schedules and statements for review prior to filing with the IRS, state and local tax authorities, as applicable. You agree to review and examine them carefully for accuracy and completeness.
You will be required to verify and sign a completed Signature Authorization Form, and any similar state and local equivalent authorization form before your returns can be filed electronically.
In the event that you do not wish to have your tax returns filed electronically, please contact our firm. You will be responsible for reviewing the paper returns for accuracy, signing them, and filing them timely with the tax authorities.
Governing Law; Venue; Attorneys Fees
This Agreement will be governed by the laws of the State of Texas, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the state referenced in the foregoing sentence, and both parties irrevocably consent to the jurisdiction of such courts.
If either party brings an action against the other concerning the outcome, quality or timeliness of our performance of services or other matters related to this engagement, the party who prevails shall be entitled to recover her/his/its (or, if applicable, her/his/its professional liability insurer's) attorney fees and costs incurred in defending such suit.
Assignment
All parties acknowledge and agree that the Terms shall be binding upon and inure to the parties' successors and assigns, subject to applicable laws and regulations.
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