This Agreement is entered into between CPA Inc. ("Firm," "we," "us," or "our") and the client identified in the applicable invoice or engagement letter ("Client," "you," or "your"). Payment of any invoice issued by the Firm, or execution of any engagement letter issued by the Firm, constitutes the Client's acknowledgment and acceptance of the following terms and conditions, which are incorporated by reference into each such invoice and engagement letter. These terms are effective as of September 11, 2026.
The services to be provided under this Agreement are limited to those described in the applicable invoice or engagement letter. Any out-of-scope services or projects will be commenced only after obtaining your authorization. If additional information is received or the scope of the engagement changes after work has commenced, we will notify you promptly. Any additional fees arising from such changes will be discussed with you and billed separately.
Our services and advice are dependent upon the timeliness, accuracy and completeness of the information and representations that we receive from you, as well as your stated intended use of the advice received from us. Providing us with inaccurate or incomplete information or representations may result in inaccurate findings or inappropriate recommendations. If information changes during the course of the engagement, you must provide us with updated information on a timely basis. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. We shall have no liability for any loss suffered by you resulting from inaccurate or incomplete information, or from your failure to provide relevant information.
Our engagement does not include any procedures designed to detect errors, fraud, or theft and cannot be relied upon to disclose such matters. We are not responsible for identifying or communicating deficiencies in your internal controls. You are responsible for developing and implementing internal controls applicable to your operations.
Returns, reports, and filings prepared under this Agreement are intended for submission to the applicable authority. Every other deliverable, including financial statements, workpapers, memoranda, analyses, valuations, and advisory communications, is for your internal use only and is not to be distributed externally to third parties, in whole or in part, without our express written permission. No third party may rely on our work without our prior written consent. Draft, preliminary, and discussion versions of any deliverable, in any format, remain our property and may not be shared with any other party except as required by law.
You agree to indemnify, defend, and hold harmless the Firm and its owners, officers, directors, employees, agents, and assigns with respect to any and all claims made by third parties arising from this engagement, regardless of the nature of the claim. You specifically acknowledge and agree that this indemnity expressly extends to, and is intended to cover, claims arising from our own negligence, and that this intention is stated here in clear and unequivocal terms. This indemnity does not extend to claims finally determined by a trier of fact to have arisen from our gross negligence or intentional wrongful acts. You further agree to hold us harmless from any and all claims arising from knowing misrepresentations made to us, or the intentional withholding or concealment of information from us, by you or by your management.
The preceding paragraph does not apply to any engagement for which professional standards require us to be independent, including a review engagement or any other attest engagement. For any such engagement, your indemnity obligation is limited to claims arising from knowing misrepresentations made to us, or the intentional withholding or concealment of information from us, by you or your management, and applies regardless of the nature of the claim. This limitation exists because a broader indemnity would impair our independence under the AICPA Code of Professional Conduct, and it controls over any conflicting provision of this Agreement.
If you intend to include, attach, or incorporate by reference any deliverable or report of ours in a document to be issued to any third party, you agree to provide us with a draft of that document before it is issued, to obtain our written permission before issuing it, and to provide us with a copy of the final document. You agree not to name us, quote us, or refer to our involvement in any such document without our prior written consent.
You may use a deliverable we issue for the purpose for which it was prepared, and you may share it internally and with your own professional advisors who are subject to a duty of confidentiality, provided you tell them that we accept no responsibility or liability to them. You may not alter, edit, annotate, excerpt, summarize, or reformat a deliverable and present the result as ours, remove or obscure our name, any date, any assumption, limitation, caveat, or qualification it contains, or use any part of it out of the context of the whole. If you wish to quote from or reproduce part of a deliverable, you agree to obtain our written consent to the specific language and context. We shall not be liable for any consequence of a deliverable being altered, excerpted, or used contrary to this paragraph.
As an alternative to obtaining our consent, you may disclose to a third party information or analysis derived from a deliverable, without asking us, provided the material you disclose does not contain our name or anything that could identify us as its source, you adopt it and represent it as your own, and you make no reference to us or to our involvement. Where you do so, we have no responsibility or liability to you or to any person for that material.
Our advice is based upon tax reference materials, facts, assumptions, and representations that are subject to change. Tax reference materials include, but are not limited to, the Internal Revenue Code, regulations, Revenue Rulings, Revenue Procedures, Private Letter Rulings, court decisions, and similar state and local guidance. We will not update our advice after the conclusion of the engagement 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 U.S. Treasury Department Circular 230, Section 10.37.
We will perform our services in accordance with applicable professional standards, which depending on the service may include the AICPA Statements on Standards for Tax Services, the Statement on Standards for Consulting Services, the Statements on Standards for Accounting and Review Services, the Statements on Standards for Valuation Services, and the Statement on Standards for Forensic Services. We will perform the services with the same degree of professional care, skill, and diligence ordinarily exercised by members of the profession under similar circumstances. We will not hold your property in trust for you, or otherwise accept fiduciary duties in the performance of the engagement. We will not make any management decisions or perform any management functions on your behalf. This engagement does not include the provision of legal, investment, immigration, employment, labor, or actuarial advice.
In performing services under this Agreement we act as an independent contractor. Nothing in this Agreement creates a joint venture, partnership, employment, principal and agent, or similar relationship giving rise to a fiduciary duty to you.
We will use our 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 and our professional standards. If a taxing authority later challenges a position taken on a return, additional tax, penalties, and interest may be assessed. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses you may incur to respond to the tax authority.
Our professional standards restrict our ability to sign a return where the positions reported do not comply with tax law. We will be unable to provide our deliverable, and may suspend or terminate this Agreement, if you request that we advocate or report a position we believe is contrary to published guidance, frivolous, or a willful attempt to evade tax; request that we claim a deduction, credit, or refund we believe you do not qualify for; or decline to disclose a position where in our professional judgment tax law requires disclosure.
You agree to provide us with complete copies of previously filed tax returns, supporting financial statements, schedules, and any other records or information that we may request, either at the inception or during the course of the engagement.
If you fail to comply with the responsibilities described in this Agreement, your actions or inactions may result in economic or other loss to you, including disallowance of deductions or credits claimed, additional tax, penalties or interest assessed against you, and loss of administrative rights. You will be responsible for any such loss, including any professional fees required to defend or correct changes made to your filings. You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your filings. Our workpapers do not satisfy your documentation responsibility. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses you may incur as a result of the disallowance of any item due to inadequate documentation.
If you become aware of, or have reason to suspect, any error, omission, or problem in anything we have prepared or advised, you agree to notify us promptly and in writing and to give us a reasonable opportunity to review and address it. You agree to take reasonable steps to limit any loss. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses that accrue, increase, or become unavoidable after the point at which you knew or should reasonably have known of the matter, or that could have been avoided or reduced had you notified us promptly.
You agree to promptly provide us with copies of any tax authority notices, correspondence, or inquiries relating to the services under this engagement, and in any event within ten (10) days of receipt. We are not responsible for any adverse consequences arising from your failure to forward such communications on a timely basis.
We are not responsible for late filing, late payment, missed elections, or similar consequences to the extent caused by your failure to provide requested information, approvals, signatures, or payment on a timely basis. Timely completion of our services is contingent upon your timely performance of your responsibilities as described in this Agreement.
The obligation to file any return, report, or extension is solely yours. Although we will make every reasonably prudent effort to assist you with that obligation, this Agreement does not create an agent and principal relationship, and actual and timely receipt of your filings by the appropriate authority is your duty and responsibility alone.
If the scope of this engagement includes electronic filing, you are required to review, sign, and return IRS Form 8879 or the applicable equivalent prior to electronic submission. The electronic filing of any form is a separate service from the preparation of that form. We will not electronically file any return or report without your signed authorization. For joint returns, both spouses must sign the authorization before the return can be transmitted. If you fail to timely sign and return an authorization, we cannot and will not file on your behalf, and we shall not be liable for any tax, penalties, interest, related professional fees, or other expenses you may incur.
Where a filing is not required to be filed electronically and you elect not to do so, or it cannot be filed electronically, we will deliver a paper copy suitable for mailing. Once delivered, you bear full responsibility for reviewing it for accuracy and for signing and timely filing it along with any payments due.
You have final responsibility for the accuracy of your tax reporting and for compliance with any substantive or procedural tax law that applies to you. Notwithstanding any term of this Agreement, that responsibility cannot be delegated to us. We will provide you with a copy of the relevant deliverables for review. You agree to review and examine any deliverables carefully for accuracy and completeness. You are solely responsible for implementation of any strategies discussed in the deliverables, and for the payment of your taxes in whatever amount is ultimately determined.
Where you elect to have funds withdrawn from or deposited to a designated account, it is your responsibility to provide correct account and routing numbers, to review that information for accuracy prior to submission, and to ensure sufficient funds are available at the time of payment. We shall not be liable for any consequence of an inaccurate account or routing number or insufficient funds.
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, as the taxpayer, remain responsible for the payment of all tax, penalties, and interest charges imposed by tax authorities.
Professional services under this Agreement will be provided at the rates or fee arrangement set forth in the applicable invoice or engagement letter. Any estimated fee is provided for planning purposes only and does not constitute a cap on fees. Actual fees will be based on the complexity and professional time required to complete the work.
Circumstances may arise that affect our estimated fee, including but not limited to: (1) the timeliness, accuracy, or completeness of the information you provide to us; (2) changes in your personnel, use of other advisors, or operations that affect our services; (3) mutually agreed changes in the scope of this engagement; or (4) other unanticipated items arising during the engagement that require additional time to complete the agreed-upon services. If the information you provide is not submitted on a timely basis, or is incomplete or unusable, we reserve the right to charge additional fees and expenses for the services required to correct the problem.
You agree that you will deliver all records requested and respond to all inquiries made by us to complete this engagement on a timely basis. You agree to pay for all services performed and expenses incurred through the date the engagement is completed or terminated, and to pay all fees and expenses incurred whether or not we complete the engagement or issue any deliverable.
Unless otherwise agreed, we work on pre-payment terms only and work will commence only after receiving full payment of any billed invoices. Where services are provided on a post-payment basis, payment is due upon receipt of the invoice and the late payment terms below shall apply to any amount remaining unpaid after thirty (30) days.
You have thirty (30) days from the date of an invoice to review it and to communicate to us in writing any disagreement with the charges. After that period, you waive the right to contest the invoice.
Any invoiced amount not paid within thirty (30) days after receipt shall accrue a late charge at the rate of 1.5% per month simple interest, or the highest rate allowable by applicable law, whichever is less. In the event that collection efforts become necessary, you agree to pay all reasonable costs of collection, including attorneys' fees.
We may decline to issue a deliverable that has not yet been issued to you until the fees for that deliverable are paid. We reserve the right to suspend or terminate our work for non-payment of fees. If our work is suspended or terminated for that reason, we shall not be liable for any loss you may incur as a result of the work stoppage, including penalties, interest, fines, or fees assessed against you, and you assume all risk associated with your failure to meet any governmental or other deadline.
Our total liability, and the total liability of our owners, officers, directors, employees, agents, and assigns (collectively, "Stakeholders"), for all claims, damages, costs, expenses, or losses arising out of or relating to the services performed under this Agreement shall not exceed the total fees paid to us for the specific service giving rise to the liability.
Without limiting the foregoing, and so that no claim falls outside this Section, our aggregate liability and that of our Stakeholders for all claims of any kind, whether in contract, tort, statute, or otherwise, arising out of or relating to this Agreement, the services, any services rendered to you before the date of this Agreement, or our professional relationship with you, shall not exceed the total fees paid by you to us during the twelve (12) months preceding the act or omission giving rise to the claim. This paragraph applies whether or not the matter giving rise to the claim was within the scope of any particular invoice or engagement letter.
Neither party shall be liable to the other for any consequential, special, indirect, incidental, punitive, or exemplary damages, including but not limited to lost profits, loss of data, loss of goodwill, or opportunity costs, regardless of the form of action and whether in contract, tort, or otherwise, and even if advised of the possibility of such damages. In no event shall any tax that you are ultimately determined to owe constitute damages recoverable from us, regardless of the reason it was not reported or paid earlier. The limitations set forth in this section shall not apply to liabilities arising from gross negligence or willful misconduct. Nothing in this section limits your obligation to pay fees and expenses due under this Agreement.
Our obligations under this Agreement are solely those of CPA Inc. To the fullest extent permitted by applicable law, no Stakeholder shall be subject to personal liability to you or to any other person or entity arising out of this Agreement. If the preceding sentence is held unenforceable in whole or in part, the remaining provisions of this Section 16, including the limitation on total liability and the exclusion of damages, shall continue in full force and effect.
All information we receive and discussions we hold during the course of this engagement will be kept confidential and handled in accordance with professional and ethical standards, including the AICPA Code of Professional Conduct and Section 7216 of the Internal Revenue Code and its implementing regulations, which govern the disclosure and use of tax return information by tax return preparers.
You likewise agree to maintain in confidence all advice, work product, fee arrangements, methodologies, and communications provided by us under this Agreement, and, except as permitted by Section 4 or as required by law, regulation, or valid legal process, you shall not disclose such information to any third party without our prior written consent. This obligation shall not apply to information that is or becomes publicly available through no fault of the receiving party, or that was already known to the receiving party prior to disclosure. Nothing in this section restricts you from making a truthful statement about our services to the extent protected by 15 U.S.C. 45b, or from communicating with any governmental, regulatory, or licensing authority.
You consent to our use of email and other electronic means of communication in connection with this engagement. While we use commercially reasonable measures to protect the confidentiality of such communications, electronic communications involve inherent security risks. You accept those risks, except to the extent any unauthorized disclosure is finally determined to have resulted from our gross negligence or willful misconduct.
All original source documents provided by you remain your property and will be returned to you upon request. Our workpapers, files, and work product created in the course of this engagement are and shall remain our property. We may retain copies of your documents and information as reasonably necessary for our files. We maintain our workpapers and engagement files in accordance with applicable professional standards and our records practices, which may change from time to time. We do not undertake to retain any record for any particular period beyond what law, regulation, or professional standards require of us, and we may dispose of our files and workpapers without further notice to you.
Notwithstanding any other provision of this Agreement, including Sections 15 and 22, and regardless of the existence of any dispute over fees, we will furnish to you on request: your own accounting and other records, including those provided to or obtained by us from you or on your behalf; any records that we were not specifically engaged to prepare that relate to a work product we have issued and that are not otherwise in your records; and a copy of any deliverable we have already issued to you. This paragraph reflects our obligations under 31 CFR 10.28 and Rule 61H1-23.002, Florida Administrative Code. We may retain copies of any such records, and may make reasonable charges for the costs incurred in furnishing them.
You are responsible for maintaining your own complete and accurate books and records, including copies of any deliverables we provide to you. Where we make deliverables or records available through a data room, exchange tool, or other electronic workspace, you must download that information within thirty (30) days. Such facilities are used as a method of transferring data and are not intended for the storage of your information. We are not a host for your information, we do not provide backup services for your data or records, and information held in such a facility may be deleted by us with or without notice to you.
This Agreement may be executed by electronic signature, and such electronic signature shall have the same legal force and effect as an original handwritten signature. Certain tax authorities may require original handwritten signatures on specific filings. In such cases, you agree to provide handwritten signatures on a timely basis upon our request.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions.
Any dispute or claim arising out of or relating to this Agreement or the services provided hereunder shall first be submitted to non-binding mediation. If mediation is not successful within sixty (60) days after the initial request for mediation, either party may pursue any remedies available at law or in equity. Each party shall bear its own costs in connection with the mediation. Any litigation arising out of this Agreement shall be brought exclusively in the state or federal courts located in Lee County, Florida. To the fullest extent permitted by law, each party knowingly and voluntarily waives any right to a trial by jury in any action arising out of or relating to this Agreement or the services.
This section does not apply to any dispute regarding fees owed, billed, or due, which we may pursue directly in the courts identified in this Section 21 without first submitting the matter to mediation.
Either party may terminate this Agreement or any individual project at any time, for any reason or no reason, by providing written notice (including email) to the other party. Upon termination, you agree to pay for all services performed and expenses incurred through the date of termination. We will use commercially reasonable efforts to deliver any work product completed as of the termination date but shall have no obligation to complete any work in progress. Termination of an individual project does not terminate this Agreement, and termination of this Agreement terminates all outstanding projects unless otherwise agreed in writing.
We reserve the right to withdraw from this engagement, or to suspend our services, without completing our work and for any reason, including but not limited to your failure to comply with the terms of this Agreement, your failure to pay, your provision of incorrect or incomplete information, or our determination that professional standards so require. If we are unable or unwilling to complete an engagement, we may decline to issue any deliverable that has not yet been issued to you, subject to Section 18.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, and representations. Any amendments to this Agreement must be made in writing and signed by both parties. We may revise these terms from time to time by posting a revised version at cpa.inc/terms. A revised version applies to invoices issued and engagement letters executed after it is posted, and the version in effect on the date an invoice is paid or an engagement letter is executed governs the services under that invoice or engagement letter.
All services under this Agreement will be governed by separately issued invoices or engagement letters, which will describe the specific scope, estimated fees, and payment terms for each project. Each invoice, once paid, constitutes your authorization to proceed with the described services. Each invoice issued under this Agreement incorporates by reference the terms and conditions set forth herein. In the event of a conflict between an invoice or engagement letter and this Agreement, the terms of this Agreement shall control unless the invoice or engagement letter expressly states otherwise. Please refer to separately issued invoices for all services provided under this Agreement.
We will prepare only those federal, state, local, and international returns and forms that are explicitly identified in the applicable invoice or service description. We are not responsible for identifying all jurisdictions in which you may have a filing obligation. International information returns - including but not limited to FinCEN Form 114 (FBAR), Forms 5471, 5472, 3520, 3520-A, 8938, 8865, 8858, 8992, and 8993 - are separate scope items and must be expressly listed to be included. You are responsible for informing us of all foreign accounts, entities, gifts, inheritances, and transactions that may give rise to information reporting obligations.
The preparation of any state or local return not expressly listed is likewise outside the scope of our engagement. You are responsible for fulfilling your filing obligations with any state or local tax authority, including income, franchise, sales, use, property, and unclaimed property obligations. If you are unsure whether you have a filing obligation, you are responsible for alerting us and requesting assistance. If you do not, we will infer that no such obligation exists. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses arising from the failure to file or untimely filing of any form we were not engaged to prepare.
You are responsible for complying with the tax filing requirements of any non-U.S. country. We have no responsibility to raise those issues with you, and no foreign filing obligation is within the scope of this engagement.
Each project governed by an invoice or engagement letter issued under this Agreement concludes upon the earliest of: (a) transmission of the deliverables, or the filing and acceptance by the relevant authority of the returns or reports, identified in that invoice or engagement letter; (b) the date of our closure letter; (c) notice to you that no deliverable will be provided; (d) written notification by either party that the project or this Agreement is terminated; or (e) one (1) year from the date the invoice for that project was paid or the engagement letter was executed.
Services requested after that date will be governed by a new invoice or engagement letter issued under this Agreement. We have no obligation to notify you of tax law developments affecting any concluded project, and we will not update any deliverable after the conclusion of a project unless separately engaged to do so.
The parties agree that the conclusion of each project is determined under Section 26, and that the date so determined shall govern for all purposes under this Agreement, including the determination of when our services were completed. Nothing in this Agreement is intended to, or shall be construed to, fix the period within which an action arising out of this Agreement may be begun at a time less than that provided by the applicable statute of limitations. Nothing in this section limits the time within which we may bring an action for non-payment of fees.
If any portion of this Agreement is deemed invalid or unenforceable, that finding shall not invalidate the remainder of the terms set forth in this Agreement, and the unenforceable provision shall be deemed modified to the minimum extent necessary to make it enforceable.
Any provision of this Agreement which by its nature is intended to survive termination shall survive the termination or expiration of this Agreement. Without limiting the generality of the foregoing, this includes Sections 2, 4, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 20, 21, 22, 24, 25, 26, 27, 28, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 45, 46, 47, 48, and 49 through 76, and every provision of this Agreement that limits, caps, excludes, or disclaims our liability or that obligates you to indemnify or hold us harmless, whether or not enumerated above.
If we, in our sole discretion, believe that a conflict of interest has arisen affecting our ability to deliver services to you in accordance with the ethical standards of our firm or of our profession, we may suspend or terminate our services without issuing any deliverable. Where our services involve a return claiming the married filing jointly status, you are responsible for notifying us if you are in the process of filing for, have filed for, or have been granted a divorce. If either or both spouses fail to cooperate with us or with each other, or any other dispute between the parties arises, and we determine that we can no longer provide services, we may terminate this Agreement.
We may use third-party service providers, subcontractors, software tools, and commercially available artificial intelligence tools, some of which may process or store your information, to assist us in providing professional services to you or in supporting the needs of our firm (collectively, "external parties"). We are informing you of this practice in accordance with our professional standards. We remain responsible for exercising reasonable care in providing our services, and our work product remains subject to our customary quality control procedures. It is our practice to use external parties whose terms address confidentiality and data protection, and to satisfy our own obligations under professional standards before disclosing your confidential information to any external party. We do not control external parties and we do not guarantee their conduct, security, or compliance.
This section is a notice and is not a consent under Section 7216 of the Internal Revenue Code. Where the disclosure or use of your tax return information requires your consent under Section 7216 and the regulations thereunder, we will obtain that consent from you separately, in the separate signed and dated written form those rules prescribe, before making any such disclosure or use. Nothing in this Agreement is intended to serve as, substitute for, or condition our services upon, a Section 7216 consent. Certain disclosures, including disclosures to persons located outside the United States, require your prior written consent in that prescribed form, and we will not knowingly make any such disclosure without it.
Section 61 governs how we exchange information with you, the security measures we apply, and the allocation of risk for transmission and storage.
We may discuss with you our views regarding the treatment of certain items or decisions you may encounter, whether by telephone, by video or online meeting, in person, by email, by text message, or through a messaging application. Any advice or information delivered orally or through any of those channels, rather than through a memorandum or other written deliverable that is the product of a defined engagement, is based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts may affect our analysis and conclusions.
Any note, recording, transcript, or summary of a call or meeting, including one generated automatically by a scheduling, recording, transcription, or artificial intelligence tool used by either of us, is a record of a discussion rather than our advice or our work product. It is not reviewed by us for accuracy unless we say so, may not be relied upon as advice, and forms no part of any deliverable.
Due to these limitations and the related risks, it may not be appropriate to proceed with a decision solely on the basis of any oral or informal electronic communication from us. Section 75 governs what constitutes our formal advice. You accept all responsibility for any liability, including additional tax, penalties, or interest, resulting from your decision not to have us perform the research and analysis necessary to reach a more definitive conclusion, and to instead rely on such a communication.
Any newsletter, update, explanation of technical developments, article, book, or similar communication we publish or send is provided strictly for marketing or general educational purposes and does not constitute professional advice on which you may rely. Such communications do not by themselves create a contractual relationship, a binding obligation to provide services, or any requirement on our part to monitor issues for you.
Our services are not intended to benefit or influence any third party, including any entity or investment that may seek to evaluate your creditworthiness or financial strength. We will not respond to any request from banks, mortgage brokers, immigration authorities, or others for verification of any information reported on your returns or reports. Except where compelled by court order or subpoena, or where you have authorized us in writing (including, where the law requires it, by a consent under Section 7216 of the Internal Revenue Code), we do not communicate with third parties or provide them with copies of your returns or reports.
If we receive a summons, subpoena, or a request for workpapers from a state, federal, or foreign regulator, and we determine, with the advice of counsel where we consider it appropriate, that we are required to respond, we will inform you as soon as practicable unless prohibited from doing so. You may, within the time permitted for us to respond, initiate such legal action as you deem appropriate, at your sole expense, to limit discovery or disclosure. If you take no action within that period, or if your action does not result in a judicial order protecting us, we may construe your inaction as consent to comply with the request. If we are not a party to the proceeding, you agree to reimburse us for our professional time and expenses, and for the fees and expenses of our counsel, incurred in responding.
If you wish to take a position based upon the advice of another advisor, we must comply with the applicable provisions of the Internal Revenue Code and our professional standards before signing your return or report. We may review the other advisor's work and may require a written statement from that advisor describing the statutory basis for the position and the disclosure needed to report it appropriately. If we believe additional research is required, we will discuss the matter with you and obtain your written consent to perform it. You agree to pay the additional charges necessary to complete that disclosure or research, as it is not included in the scope of our service. If, after review, we determine that we are unable to sign the return or report, we will be unable to proceed.
Where you request a referral to another professional or product, we may as a courtesy identify candidates for your consideration. You are responsible for evaluating, selecting, and retaining any such professional or product. We do not oversee the activities of, and have no responsibility for the work product or suitability of, any professional or product we refer to you or that you separately retain.
Our engagement does not include tax advice affecting the calculation of tax due or the filing of forms and schedules for previous or future tax years. We may communicate potential tax strategies to you, and you may ask high-level questions. It is your responsibility to communicate to us in writing any interest in pursuing a strategy identified, or if you require more than a cursory response. If you do not request our assistance in writing, we will infer that you do not wish to pursue any suggestion made to you. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses you may incur if you fail to advise us of your desire to investigate or pursue any strategy communicated to or by us. Any such advice is governed by this Agreement and billed at our standard hourly rates.
This engagement does not include responding to inquiries by any governmental agency or tax authority. If you are contacted by a tax authority, whether for an examination or other inquiry, you may request our assistance in responding, which will be a separate engagement.
You may request that we perform additional services not contemplated by this Agreement. If this occurs, we will communicate with you regarding the scope and estimated cost of those services, which may require a separate invoice or engagement letter. In the absence of any other written communication from us documenting additional services, our services will be limited to and governed by the terms of this Agreement.
It may become necessary to apply for an extension of a filing due date if there are unresolved issues or delays in processing, or if we do not receive all necessary information from you on a timely basis. Applying for an extension may limit your ability to make certain elections, may extend the time available for a government agency to examine your return, and may extend the statute of limitations to file a legal action. Although we may assist you in preparing an extension, you have sole responsibility for the filing of any extension, and you agree to hold us harmless from any consequence, including waived elections, where an extension is not timely filed.
All taxes owed are due by the original filing due date, and extensions may affect your liability for penalties and interest. If you wish to engage us to apply for an extension on your behalf, we will not file the application unless and until we receive your express written authorization to do so.
U.S. citizens and residents generally must report income and activities related to both domestic and foreign assets. You are responsible for informing us of, and fulfilling your filing obligations related to, all foreign activity. Contact us immediately if you have ownership of, investment in, or officer responsibilities for an entity formed under the laws of another country; fiduciary, grantor, or beneficiary relationships in connection with such an entity; ownership of, signature authority over, or control over any financial account held outside the United States; transferred property, including cash, offshore directly or through an entity; received or have rights to receive property, including cash, from a trust, business, investment, or individual outside the United States; conducted business with any entity or person located in another country; or engaged in any other activity or economic arrangement taking place outside the United States.
Failure to timely file required forms may result in substantial civil and criminal penalties. If you are unsure whether you have a filing obligation related to foreign activity, you are responsible for alerting us and requesting assistance. If you do not, we will infer that you have no foreign activity absent information you provide to us.
You agree to advise us of any transaction you have entered into that entitles you to disproportionate tax benefits, that generates significant income deferral or non-recognition, or that generates significant tax losses without corresponding cash impacts. If you fail to timely notify us in writing of any such transaction, we shall not be liable for any tax, penalties, interest, related professional fees, or other expenses you may incur if the anticipated benefits of the transaction are not realized.
Tax authorities impose heightened accuracy-related penalties for a substantial understatement of tax, which in some cases may be avoided if a position is adequately disclosed in a manner the authority approves. The decision whether to disclose is yours. If we conclude that your return contains a reportable transaction or a position that we believe you are required to disclose, we will ask that you consent to include the disclosure in a method approved by the applicable authority. If you decline to make the disclosure, we will be unable to proceed.
Neither party shall be held liable for any delay resulting from circumstances or causes beyond its reasonable control, including fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemic or pandemic, failure of public infrastructure or communications networks, or any law, order, or requirement of any governmental agency or authority. No such event shall excuse you from any obligation to pay any outstanding invoice or fee, or from any indemnification obligation under this Agreement.
The obligations and responsibilities under this Agreement may not be assigned to any third party except as agreed in writing. This Agreement has been entered into solely between you and us, and no third-party beneficiaries are created by it.
You acknowledge that our proprietary information, documents, materials, techniques, and other intellectual property are a material source of the services we perform and were developed prior to our association with you. Any new forms, software, documents, or intellectual property we develop during this engagement for your use shall belong to us, and you shall have a limited right to use them solely within your own affairs or business. All reports, templates, manuals, forms, checklists, questionnaires, letters, and other documents we make available to you are confidential and proprietary to us. Neither you nor any of your agents will copy, electronically store, reproduce, or make available to anyone other than your own personnel any such document, in any medium.
If returns prepared under this Agreement are filed using the married filing jointly status, both spouses are clients of the Firm under the terms of this Agreement. Both spouses acknowledge and agree that any tax return information, including supporting documents provided to us and used in the preparation of the joint return, and any communication made to us by either spouse in connection with that return, may be shared with either spouse without the prior consent of the other.
Where we did not prepare your prior year returns or filings, any review we perform of them will necessarily be limited and may not identify errors. We will, however, bring to your attention any error that we do find. If you become aware of any information affecting a prior year return or filing, you agree to contact us. If an error or such information is discovered by you or by us, we will discuss your options with you. If you ask us to prepare an amended return or filing, and we agree to do so, that work will be confirmed in a separate invoice or engagement letter and is not included in the scope of the current engagement.
We may determine that limited accounting or bookkeeping assistance is necessary solely to help organize the information required to complete our services. Such assistance is nominal and does not constitute a separate accounting or bookkeeping engagement. Where we conclude that such assistance is necessary, we will advise you before proceeding, and the assistance will be billed at our standard hourly rates and remain subject to the terms of this Agreement.
Determining the value of property other than cash or publicly traded securities may require an appraisal or valuation. You are responsible for engaging a qualified independent third party to determine such values and for timely providing us with a final, formal appraisal or valuation report. Appraisals and valuations may take a significant amount of time, and if one is not timely received, an extension of a filing due date may be required.
Taxing authorities closely scrutinize valuations that appear excessively discounted or reduced. Section 6662 of the Internal Revenue Code imposes an accuracy-related penalty of 20 percent on underpayments attributable to a substantial valuation misstatement, increased to 40 percent under Section 6662(h) for a gross valuation misstatement. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses resulting from any change to an appraisal or valuation determined by a taxing authority, a third-party appraiser, or another valuation professional.
We will rely on the appraisal or valuation you provide, though our reliance shall not be unreasonable. If you do not provide a formal appraisal where we believe the applicable rules require one, or if we determine in our professional judgment that the appraiser engaged is not professionally qualified to perform an appraisal that can be relied upon for the filing, we will be unable to proceed and may terminate this Agreement.
If you are or were at any time a partner in a partnership and received a Schedule K-1 (Form 1065), you may receive a Form 8986, Partner's Share of Adjustments to Partnership-Related Items, which a partnership uses to report each partner's share of corrections to a previously filed partnership return. A recipient of Form 8986 must report that information and any additional tax due on Form 8978, Partner's Additional Reporting Year Tax, within a specified period. Our services do not include assisting you with any matter pertaining to Form 8986 or Form 8978 unless expressly identified in the applicable invoice or engagement letter. If you receive a Form 8986, you are responsible for alerting us and requesting assistance. If you do not, we will infer that you have received no such form absent other information you provide to us.
You are responsible for determining the appropriate salary or wages to pay any shareholder, member, partner, or owner-employee. If a tax authority disagrees with the characterization of a payment to such a person, it may recharacterize the payment as wages, a distribution, a dividend, or a capital gain. As a result of any recharacterization, the entity and the individual may become responsible for additional tax, employment taxes, underpayment penalties, and interest. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses resulting from any such recharacterization.
We use software tools, including artificial intelligence tools, to assist with tasks such as research, drafting, data extraction, reconciliation, document review, and analysis. You consent to our use of such tools in performing services under this Agreement.
We remain fully responsible for the services we provide. Our intention, and our practice, is that work produced with the assistance of any such tool is reviewed by a licensed professional before it is delivered to you or submitted to any authority, that professional judgment and the determination of any position are not delegated to a tool, that facts, citations, authorities, and calculations are independently verified rather than taken from tool output, that we use tools we have vetted, that we use a business or team subscription tier where the provider offers one for the tool in question, that we configure each tool, or rely on its terms, so that your information is not used to train models, and that we do not enter confidential client information into any artificial intelligence service that does not provide those protections.
These practices reflect our obligations under Treasury Department Circular 230, including Sections 10.22, 10.35, 10.36, and 10.37, and the guidance issued by the IRS Office of Professional Responsibility in Issue No. 2026-19, Introductory Guidelines for Responsible AI Use in Federal Tax Practice, dated June 24, 2026. This section describes our intentions and practices and the standards that already govern us. It is not a representation that any particular practice was followed in any particular instance, and it does not create any obligation, representation, warranty, or standard of care beyond what applicable professional standards impose, or give rise to any separate contractual claim. No tool eliminates the possibility of error.
This section is a disclosure and a consent to our general use of such tools. It is not, and does not substitute for, a consent under Section 7216 of the Internal Revenue Code. Where our use of a tool would involve the disclosure or use of your tax return information in a manner requiring your consent under Section 7216 and the regulations thereunder, we will obtain that consent from you separately, in the separate signed and dated written form those rules prescribe and naming the specific recipient, before any such disclosure or use. Our services are not conditioned on your giving any Section 7216 consent.
Intermediate, draft, or discarded output generated with the assistance of any tool is internal working material rather than a deliverable, forms no part of our work product, is not our formal advice within the meaning of Section 75, and is not subject to production under Section 18. If you would prefer that we not use artificial intelligence tools on your engagement, tell us in writing and we will discuss whether that is workable for the services requested; restricting the tools available to us may affect timing and fees.
You are responsible for your own use of artificial intelligence tools. If you enter our advice, our work product, or your own confidential information into any such service, we are not responsible for any resulting loss of confidentiality, of any privilege including the privilege under Section 7525 of the Internal Revenue Code, or of any protection that would otherwise apply.
Sections 50 through 72 apply only to the extent the services described in them are within the scope of the applicable invoice or engagement letter. A section that describes a service we have not been engaged to perform has no application to that engagement. Where a service-specific section conflicts with a general provision of this Agreement, the service-specific section controls for that service only.
Where we are engaged to provide bookkeeping, accounting, or client accounting services, those services are performed based on the information you provide, and we will perform them on the assumption that the information you submit is true, complete, and accurate. We will not audit or otherwise verify that information. These services do not constitute an audit, review, compilation, or any other assurance or attestation service, and no opinion, conclusion, or assurance of any kind is expressed or implied.
You retain responsibility for your books and records, for the design and operation of your internal controls, for the safeguarding of your assets, for all management decisions and management functions, and for designating an individual with suitable skill, knowledge, or experience to oversee the services, evaluate their adequacy and results, and accept responsibility for them.
Where we are engaged to prepare financial statements, we will perform that engagement in accordance with the Statements on Standards for Accounting and Review Services. A financial statement preparation engagement differs significantly from a review or an audit. It does not contemplate inquiry, analytical procedures, or the other procedures performed in a review, nor obtaining an understanding of your internal controls, assessing fraud risk, or testing accounting records.
We are not required to, and will not, verify the accuracy or completeness of the information you provide, or otherwise gather evidence for the purpose of expressing an opinion or a conclusion. Accordingly, we will not express an opinion or a conclusion, or provide any assurance, on the prepared financial statements. You are responsible for the financial statements, including the selection of the financial reporting framework and the adequacy of disclosure.
Where we are engaged to process payroll, you are responsible for the accuracy and completeness of all wage, hour, employee, and withholding information provided to us, for the classification of workers as employees or independent contractors, for funding all payroll and payroll tax obligations on time, and for reviewing all payroll reports and filings before they are submitted.
We will not provide employment, labor, benefits, or immigration law advice, including worker classification advice. Significant penalties may be assessed for late filing, non-filing, or filing incorrect information, and in some cases against responsible individuals personally. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses arising from inaccurate or untimely information provided to us, from insufficient funding, or from worker classification.
Where we are engaged to provide staff to work under your direction, you supervise, direct, review, and accept full responsibility for the work of the assigned personnel. We provide no supervision of the assigned personnel and express no opinion, conclusion, or assurance on the work they perform. You will designate a member of your management with suitable skill, knowledge, or experience to oversee the assigned personnel, and you will provide the equipment, systems, and access necessary for them to perform the work. Documentation the assigned personnel create in the course of those services belongs to you.
Where we are engaged to provide consulting or advisory services, those services are performed in accordance with the Statement on Standards for Consulting Services. Our role is advisory. We will not make any management decisions or perform any management functions on your behalf, and you retain responsibility for evaluating, deciding upon, and implementing any recommendation.
Except at your direction, we will not issue any report or other deliverable of our findings, recommendations, or conclusions. If you ask us to issue one, you agree to inform us in writing of the intended scope, format, and recipients. We do not guarantee, expressly or by implication, any particular outcome, result, saving, or treatment by any authority. We disclaim any obligation to update or revise any observation or conclusion after delivery, whether as a result of new information, future events, or otherwise.
Where we are engaged to perform a valuation or calculation engagement, that engagement is performed in accordance with the Statements on Standards for Valuation Services. A calculation engagement is more limited in scope than a valuation engagement and does not include all of the procedures a valuation engagement requires; it results in a calculated value rather than a conclusion of value.
Our work is not a guarantee of any amount you may receive on a sale or other disposition, or of any amount a third party or any authority may accept. Where the result of the engagement or any derivative of it is used in a filing with any tax authority, you acknowledge that the authority may disagree with the value reported, and that additional tax, penalties, and interest may result. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses arising from any such challenge. Our work is performed subject to the assumptions and limiting conditions stated in the deliverable.
Where we are engaged to provide litigation, forensic, or dispute support services, those services are performed in accordance with the Statement on Standards for Forensic Services. If a conflict of interest is identified before or during the engagement, we may ask the affected parties to waive it where a waiver is permissible, and if a waiver is not obtained or is not possible, we may terminate this Agreement.
These services do not constitute an audit, review, or any attestation service. Except at your direction we will issue no report. Any deliverable is to be used only for the matter for which it was prepared and may not be published or used for any other purpose without our express written consent. We disclaim any obligation to update or revise any observation or conclusion, and we do not guarantee any outcome in any proceeding.
Where we are engaged in connection with an estate, trust, or gift, you are responsible for the calculation of trust accounting income, for distributing Schedules K-1 and any attachments to each beneficiary, and for determining, after consulting the relevant attorneys, advisors, heirs, and beneficiaries, where expenses deductible on more than one return are claimed. We will explain the available options; the decision is yours and you agree to instruct us in writing.
Where a Crummey or similar withdrawal power exists, you are responsible for issuing the required notices to beneficiaries and for retaining proof of delivery. We are not responsible for the drafting, interpretation, or administration of any trust or estate instrument, and you should consult counsel on those matters. Section 45 applies to any appraisal or valuation required for an estate or gift filing.
If, on review of the information you provide, we believe a gift tax or other return not within our scope may be required, we will notify you in writing, and it remains your responsibility to arrange for its preparation and filing.
Where we are engaged in connection with a tax-exempt organization, you remain responsible for satisfying the requirements of maintaining exempt status, including restrictions on the use of the organization's assets for private benefit or inurement, restrictions on political activity, governance and disclosure requirements, and any applicable public inspection obligations.
Compensation or other economic benefits that an authority considers excessive may be treated as inurement and may jeopardize exempt status or give rise to excise taxes. You are responsible for identifying and reporting unrelated business taxable income, including income from debt-financed property and from activities reported to you on a Schedule K-1, and, in the case of a private foundation, for confirming that disbursements are qualifying distributions. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses arising from any of these matters.
Where we are engaged in connection with an employee benefit plan, you are responsible for retaining the plan's determination or opinion letter, the current plan document, the summary plan description, and all amendments, each signed and approved by the appropriate persons, and for the duties of the plan administrator, including participant disclosures and retention of a signed copy of each annual return. You are responsible for separating plan from non-plan expenses. You should consult ERISA counsel on any question of plan document interpretation, and you acknowledge that we do not provide that advice.
Where we are engaged to prepare projections, estimates, or planning analyses, that work is prospective and is based on facts, assumptions, and representations existing or provided as of the date of the analysis. Prospective results are not a prediction and will differ, perhaps materially, from actual results. We express no assurance that any projected result will be achieved or that any authority will accept any position considered.
A projection or planning analysis is not a tax return, does not satisfy any filing or payment obligation, and does not include preparation of any return unless separately engaged. We will not update any projection or analysis for subsequent changes in facts, law, or circumstances unless separately engaged to do so.
We will agree with you on a secure method for exchanging documents and information, and that method applies in both directions. We maintain secure data rooms and secure file and information exchange tools, including client organizers, and an agreed method may also involve a third-party service independent of us, such as Box, Dropbox, Google Drive, OneDrive, Gmail, or a messaging application. We may change the particular tools we use from time to time, and we will take reasonable measures to protect and secure data in electronic form containing personal information that is within our control, consistent with Section 501.171(2), Florida Statutes.
Third-party services are operated by their providers, not by us. It is our practice to select services appropriate to the information involved and, where the provider offers one, to maintain a business or enterprise tier account rather than a consumer account. We do not control those services and are not responsible for their security, availability, retention practices, or acts or omissions, or for any compromise occurring within them. We do not warrant that any data room, exchange tool, platform, or transmission facility will be uninterrupted, timely, secure, or error free, and we are not responsible for the internet generally or for any third-party platform, carrier, or provider. Where the information to be exchanged is tax return information and the method chosen would require your consent under Section 7216 of the Internal Revenue Code, Section 48 applies and we will obtain that consent separately before using it.
If you send confidential information to us, or ask us to send it to you, by a method we have not agreed to, you do so at your own risk and you accept responsibility for any loss, interception, corruption, or unauthorized access that results. We will honor a reasonable written request to use a different secure method, and where we agree to one it becomes an agreed method for that engagement.
If you ask us to send something to you by unencrypted email or by another channel of your choosing, we will do so. Email and messaging are not secure, can be intercepted, misdirected, or retained by providers, and what happens to a message after it leaves our systems is outside our control. If you send us sensitive information by email or by a messaging application, we will treat that as your consent for us to respond to you by the same means and to include similar information in our response, unless you tell us otherwise in writing.
It is our practice to apply reasonable information security measures to what we send, including using our data rooms and exchange tools for material containing sensitive personal information and masking or truncating identifiers such as Social Security and taxpayer identification numbers where doing so is practical and does not defeat the purpose of the transmission. These are practices, not guarantees. Some documents cannot be masked, some filings and forms require the full number, and no measure prevents every exposure. We do not guarantee that an identifier or other sensitive information will not be visible in a transmission or will not be intercepted, and Section 16 applies to any claim arising from it.
You are responsible for the security of your own systems, devices, email and messaging accounts, credentials, and networks, and for maintaining current security controls on them. We are not responsible for any compromise originating outside our systems. You are responsible for maintaining your own copies of anything you send to us or receive from us.
If a security incident affecting your information occurs within our systems, we will investigate, take the steps required of us by applicable law, and provide notice to you and to any authority within the periods that law requires. Nothing in this Agreement limits either party's obligations under applicable breach notification law.
Our payment details reach you in one way only: on an invoice issued through our invoicing system, or by a secure method we have agreed with you. We do not send new or changed banking, wire, or payment instructions by email, text message, or messaging application, and we will never ask you to redirect a payment to a different account. Treat any communication that appears to do so as fraudulent, however authentic it looks and whether or not it appears to come from us or from someone at our firm.
Before transmitting funds, and before acting on any payment instruction that appears to originate from us, verify it by telephoning us at a number you already have from an independent source and speaking with us directly. Do not use a telephone number, link, or address contained in the communication itself. We shall not be liable for any loss arising from funds transmitted without that verification, or from your reliance on any payment instruction that did not in fact originate from us.
We may, and you authorize us to, verify with you by the same means any instruction that appears to come from you to transmit funds, change disbursement details, or release information to a new recipient, and you agree that the resulting delay is not a breach of this Agreement. We do not verify, and take no responsibility for, payment or banking instructions issued by any third party, including any vendor, lender, escrow agent, counterparty, or taxing authority, whether or not that information passed through us.
A compilation engagement, where we are engaged to perform one, is conducted under the Statements on Standards for Accounting and Review Services. A compilation differs significantly from a review or an audit. It does not contemplate inquiry, analytical procedures, or the other procedures performed in a review, nor obtaining an understanding of your internal controls, assessing fraud risk, testing accounting records, or examining source documents. We will not verify the accuracy or completeness of the information you provide or gather evidence for the purpose of expressing an opinion or a conclusion.
Our report will state that we did not audit or review the financial statements and that we do not express an opinion, a conclusion, or any assurance on them. The engagement cannot be relied upon to identify or disclose any misstatement, whether caused by error or fraud, or any wrongdoing within the entity. Circumstances may arise in which we must modify our report or withdraw from the engagement, and if for any reason we are unable to complete the compilation we will not issue a report.
Any supplementary information accompanying the financial statements is presented only for purposes of additional analysis, is not a required part of the financial statements, and is your responsibility. We will not audit or review it and will express no opinion, conclusion, or assurance on it.
A review engagement, where we are engaged to perform one, is conducted under the Statements on Standards for Accounting and Review Services. A review consists primarily of applying analytical procedures to your financial data and making inquiries of management. It is substantially less in scope than an audit, and we will not express an opinion on the financial statements. A review does not contemplate obtaining an understanding of your internal controls, assessing fraud risk, testing accounting records through inspection, observation, confirmation, or examination of source documents, or the other procedures an audit requires.
We cannot provide assurance that an unmodified review report will be issued. Circumstances may arise in which we must report a known departure from the applicable financial reporting framework, add an emphasis-of-matter or other-matter paragraph, or withdraw from the engagement without issuing a report. The engagement cannot be relied upon to identify or disclose any misstatement, whether caused by error or fraud, any wrongdoing within the entity, or any noncompliance with laws and regulations, although we will inform the appropriate level of management and those charged with governance of any material error, evidence of fraud, or noncompliance that comes to our attention.
As a condition of a review or compilation engagement, you are responsible for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework; for the design, implementation, and maintenance of internal control relevant to their preparation; for preventing and detecting fraud; for identifying and complying with applicable laws and regulations; for making all financial records and related information available to us and providing unrestricted access to any person within the entity from whom we determine it necessary to obtain evidence; and for providing us with written representations at the conclusion of the engagement.
We do not perform audits of financial statements. No engagement under this Agreement constitutes an audit, and no deliverable under this Agreement expresses an audit opinion, unless we have expressly agreed in writing to perform an audit under a separate engagement letter. Our responsibility under any engagement is limited to the period covered by the services described in the applicable invoice or engagement letter and does not extend to any matter arising in a period for which we were not engaged.
You are responsible for identifying and communicating to us all income earned and received by you from any United States or non-United States source. This includes income from gambling and online wagers, gig or hobby work, online sales, and any activity for which a Form 1099-K or similar information return should be issued, whether or not you actually receive one.
You are responsible for ensuring that personal expenses are separated from business expenses, and that expenses such as meals, travel, vehicle use, gifts, and similar items are supported by the documentation the applicable authorities require.
Transactions in digital assets, including virtual currency, non-fungible tokens, and similar assets, are treated as property for United States federal income tax purposes and are subject to the same general tax principles as other property transactions. You are responsible for providing complete and accurate information, including basis, for any digital asset activity. Depending on the nature or volume of that activity, a change in the scope of our services and additional fees may be required.
Where you provide us access to an accounting system, portal, or other database of yours from which we obtain your information, you agree that the data is accurate and complete as of the date and time you make it available to us. We are not responsible for changes made to that data after we obtain it.
You may authorize individuals to communicate with us on your behalf, to request services, and to exchange information. Any such authorization continues until the engagement concludes or until you notify us of a change in writing, and we may rely on it until we receive that notice. Section 62 applies to any instruction involving the movement of funds or a change in disbursement details, regardless of who gives it.
You are responsible for reviewing all Schedules K-1 and K-3 before filing, including verifying each recipient's identifying information, and for agreeing to the accuracy of the allocation of income, deduction, credit, and other allocable items in accordance with the governing agreement. You are responsible for distributing Schedules K-1 and K-3 and any attachments to each partner, member, or shareholder.
A return does not disclose each owner's outside tax basis or at-risk basis, and differences between an owner's capital account and tax basis may exist. Unless separately engaged to compute them, we will rely on the historical balances reported on the prior year's return or Schedule K-1 and on the most recent executed governing agreement you provide. You are responsible for providing documentation supporting transactions between the entity and its owners, and between owners involving interests in the entity, including sales, redemptions, and loans.
You are responsible for advising us of any change in ownership, including the death of an owner, so that it is reflected correctly. A change in ownership may carry unanticipated tax consequences and, for an S corporation, certain transfers may terminate the S election. Analysis of any change in ownership transaction is not within the scope of this engagement unless expressly included.
You are responsible for retaining proof of any entity classification or S corporation election and its acceptance by the relevant authority, and for ensuring that distributions comply with applicable requirements. Review of, or advice on, any partnership, operating, buy-sell, or shareholder agreement is not within the scope of this engagement, and you should review those documents with your attorney.
Where a state permits an eligible entity to elect to pay tax on pass-through income, the timing, requirements, and benefit of that election vary by state and are fact-specific. Analysis of whether such an election is advantageous is not within the scope of this engagement unless expressly included.
Section 482 of the Internal Revenue Code permits the reallocation of income and expense among commonly owned or commonly controlled businesses where intercompany transactions are not conducted at arm's length. You are responsible for establishing and documenting the pricing of transactions between related parties. The preparation of transfer pricing studies, documentation, or supporting analysis is not within the scope of this engagement unless expressly included, and we shall not be liable for any tax, penalties, interest, related professional fees, or other expenses arising from a reallocation or from the absence of contemporaneous documentation.
Tax authorities are not required to accept an amended return. Our preparation of an amended return is not a guarantee that any authority will accept, process, or agree with the positions taken, and our fee is not contingent on acceptance. An amendment to a return may produce an amended Schedule K-1 affecting the recipient's own filings, and may require notification to, or amendment in, other jurisdictions. Unless expressly listed, our engagement does not include the preparation of any other return affected by an amended return.
Your failure to provide accurate and complete information necessary to amend a return may result in rejection of the amended return, loss of administrative rights to challenge a liability, and the inability to recover taxes overpaid. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses resulting from that failure.
Where we are engaged to represent you before a tax authority, we will perform those services with the standard of care of a practitioner engaged in practice before the Internal Revenue Service, as those terms are defined in Treasury Department Circular 230, Section 10.2. We cannot and do not guarantee any result. The outcome of an examination depends on the facts presented, the supporting records available, and the authority's evaluation of them.
During an examination an agent may propose adjustments. If you agree to them you may be asked to consent to assessment and thereby waive your right to appeal or to petition the Tax Court. If you disagree you may receive a notice giving you a limited period in which to file an appeal. The decision whether to agree, appeal, or litigate is yours. Representation in an appeal, in litigation, or in any forum not expressly identified in the applicable invoice or engagement letter is a separate engagement and is not within the scope of this one.
Where we did not prepare a prior year return, we will rely on the carryforward attributes reported in it, including net operating losses, capital loss carryovers, credit carryforwards, depreciation and basis schedules, and accumulated account balances, as you provide them to us. We will not audit or reconstruct those attributes unless separately engaged to do so. If an error in a prior year attribute is carried forward, we will take reasonable steps to prevent its recurrence once identified, and correcting a prior year return is a separate engagement.
Where professional standards require us to be independent of you, certain relationships can impair that independence and prevent us from completing the engagement. You agree to tell us before you offer employment to, or enter into any substantive employment, board, officer, or business discussion with, anyone performing services for us on your engagement, and to tell us promptly of any change in your ownership, affiliations, or relationships that could reasonably bear on our independence. If we determine that our independence is or would be impaired, we may suspend or terminate the affected engagement without issuing a deliverable, and Sections 22 and 30 apply.
You are solely responsible for making all tax payments, including balances due, estimated tax payments, and any payment accompanying an extension, in the correct amount, to the correct authority, and by the applicable due date. Unless we are expressly engaged to do so, we do not transmit payments on your behalf, and our preparation or filing of a return or an extension does not effect payment. Late filing, late payment, and underpayment carry penalties and interest that are imposed on you as the taxpayer, and we shall not be liable for them.
Where we are engaged to compute or recommend estimated tax payments, we will do so using the prior year safe harbor, a current year projected method, or another basis that we identify to you at the time. Any such computation is a recommendation based on the method used, not a determination of the amount you owe. You remain solely responsible for deciding what to pay, for making the payment, and for any underpayment penalty or interest that results, including where you pay an amount different from the one we recommend or fail to pay on time.
An estimate or projection reflects only the information available to us when it is prepared, and that information is ordinarily incomplete during the year. Because tax is computed on graduated rates and on your circumstances for the year as a whole, a development occurring after we prepare an estimate, including a change in income, deductions, filing status, residency, entity activity, ownership, or law, can materially change the correct amount. We will not revisit or update any estimate or projection for such a development unless you ask us to and we agree in writing. We shall not be liable for any tax, penalties, interest, related professional fees, or other expenses arising from a development we were not informed of or were not engaged to address.
Where you authorize a direct debit or direct deposit in connection with a filing, Section 12 applies. Federal tax refunds are delivered electronically under Executive Order 14247, Modernizing Payments To and From America's Bank Account, subject to limited exceptions, so you should ensure that any account information you provide to us is current and correct.
Our formal written advice on a matter consists of a memorandum, opinion, or report that we issue in writing, that identifies itself as such, and that is signed by a licensed professional of this firm with the applicable license or enrollment number stated. Where you need advice you intend to rely on in making a decision, taking a position, or supporting a filing, you should ask us for formal written advice, and we will confirm the scope and fee before we begin.
A communication that does not meet that description is informal. Informal communications, including those made by telephone, in a video or online meeting, in person, by email, by text message, or through a messaging application, and any note, transcript, or summary of a discussion, any draft, working file, calculation, schedule, or model, are subject to the limitations in Section 32. They reflect the facts and research available at the time, are not a substitute for formal written advice, and you accept responsibility for any decision made in reliance on one without asking us to complete the work necessary to reach a definitive conclusion. The effectiveness of an email as a notice under Section 76 does not make it our formal written advice.
Nothing in this section reduces the standard of care we apply to any work we perform, and nothing in it limits or alters our obligations under the professional standards that govern us, including Treasury Department Circular 230 and the AICPA Statements on Standards for Tax Services, which apply to advice we give regardless of its form.
No failure or delay by us in exercising any right under this Agreement, and no course of dealing between us, operates as a waiver of that right or of any other right. A waiver is effective only if given by us in writing and applies only to the instance and for the purpose for which it is given. Our acceptance of a late or partial payment, or our forbearance in charging a late charge or enforcing any term, does not waive that term for any other occasion.
You may not withhold, set off, deduct from, or delay payment of any fee or expense due to us on account of any claim, counterclaim, or dispute you have or assert, whether arising under this Agreement or otherwise. Any such claim shall be pursued separately under Sections 16 and 21.
Our rights and remedies under this Agreement are cumulative and are in addition to, not in substitution for, any other right or remedy available to us at law or in equity.
This Agreement is the product of the parties' agreement to its terms. It shall not be construed against either party as the drafter, and no rule of interpretation requiring ambiguity to be resolved against the party that prepared it shall apply. Section headings are for convenience only and do not affect interpretation. References to a statute, regulation, rule, or professional standard include that provision as amended, renumbered, or replaced from time to time.
Notices under this Agreement may be given in writing by email to the address each party last used to communicate with the other, or by any other means the parties have used for the engagement, and are effective when sent absent evidence of non-delivery. You agree to keep us informed of a current email address. This paragraph concerns procedural notices under this Agreement, such as notice of termination, suspension, or a demand for payment. It does not affect Section 75, and an email is not our formal written advice by reason of being effective as a notice.
This Agreement is written in English. Any translation or summary of it in another language is provided for convenience only, and the English text controls.