Terms and conditions
In the course of delivering services relating to tax return preparation, tax advisory, and assistance in tax controversy matters, Taxential (we or us) applies customary practices intended to provide these services in a cost effective manner. This document describes certain of these customary practices, as well as other standard terms, conditions, and limitations relating to our provision of tax services. Except to the extent we expressly agree in a written instrument signed by our authorized representative that specifically refers to the engagement covered by this Engagement Letter, all services that we provide to any client or third party (you) relating to tax return preparation, tax consultation and advice, representation in any tax controversy matter, or any other federal, state, local, or foreign tax matter, are subject to the following terms, conditions, and limitations (these Terms). References to the "Tax Return Preparation Services Agreement” mean the registration form, letter, email or other document describing the scope of our services and the associated fee arrangement to which these Terms are attached. References to the "Code" mean the Internal Revenue Code of 1986, as amended.
Scope of Services:
Our services will be limited to the services specifically described in our Tax Return Preparation Services Agreement included with the registration form. Services in providing Tax Advice or in preparing a tax return do not include representation in the event of an examination by the IRS or other tax authorities. If you need tax services beyond those specifically described in our Tax Return Preparation Services Agreement, these additional services would constitute either a separate engagement or an expansion of an existing engagement at an additional cost. Our agreement to provide services for one engagement does not obligate us to accept any other engagement.
In order for us to provide effective services, you must cooperate with us and provide us with any information that we request, all on a timely basis. You must cause your employees and contractors to cooperate fully and timely with us. You must designate for us a person authorized to make or obtain all management decisions with respect to our services on a timely basis. We will rely in good faith on all information and management decisions communicated to us by you, your employees, or your contractors, and we will not be responsible for any loss or other obligation arising from our reliance. Any failure to fulfil your responsibilities will be grounds for our suspending or terminating our services.
Reliance on Information:
We will rely on the financial statements or other financial information that you provide. We will not investigate or verify any facts underlying the transactions reported on your tax return. If the actual facts differ from the facts represented to or understood by us, or if there are related facts of which we are not aware, the reporting of the transactions could be materially different than that reported on the returns prepared by us.
Our and Your Respective Responsibility for Accuracy:
We will exercise due professional care and judgment to include all required information in your tax returns. The Code provides that by signing your returns, you are verifying that they are true, correct and complete. Accordingly, you should review each tax return carefully before signing it, and bring any questionable items or omissions to our attention.
Disclosure of Reportable Transactions:
The Code and certain state laws require that you disclose on your tax return certain "reportable transactions" or "listed transactions." There are significant financial penalties for failure to disclose these transactions, and these penalties may apply even if the transaction does not lead to an understatement of tax. Our tax return preparation services do not include any investigation to evaluate whether there are any reportable transactions that are required to be disclosed on your returns, but we will advise you if we conclude that any such disclosure is required. If you would like us to specifically review any potentially "reportable transaction" or "listed transaction," please contact us to discuss expanding the scope of our services.
While we will provide you with advice concerning tax return reporting and the tax consequences of certain transactions, you will retain all authority and responsibility for any decisions based on our advice.
For all tax services that we perform, we will be an independent contractor and not your employee, agent, or partner, and we will determine the method, details and means of performing our services. We assume full and sole responsibility for the payment of all compensation and expenses of our employees and for all of their applicable employee withholdings.
Engagement of Other Parties:
In performing any tax services, we may engage the services of affiliates, seasonal preparers, independent contractors, or other third party personnel. By engaging us, you have authorized us to allow employees of Taxential and such other third parties access to your files, financial information and other confidential information. Our engagement of any third party does not affect our obligations to you.
Changes in Law:
Subsequent changes to applicable law or regulations, or the issuance of new case or ruling authority, could materially and adversely affect the analysis and conclusions in an item of Tax Advice or a position reported on a tax return. Neither the delivery of any Tax Advice nor the preparation of a tax return is an undertaking on our part to advise you of any changes in law.
Verification of information:
We will prepare your federal, state and local tax returns based upon information provided by you or by individuals authorized by you. We will not verify the accuracy of the information provided, however, we may need additional documentation or verbal clarification in order to understand and use your information. You represent that the income and expense items you claim on your return(s) are substantiated by proper documentation.
Advocacy, accuracy, and supporting documentation:
You are responsible for the accuracy, completeness, and supporting documentation for the information on your returns. Supporting documentation for travel, meals and entertainment, and business use of vehicles should include sufficient evidence to substantiate the amount, time, place, business purpose, and business relationship. We will act as your advocate and use your information to your best advantage within the boundaries of applicable regulations. Our work in connection with the preparation of your income tax returns does not include any procedures designed to discover defalcations or other irregularities, should any exist.
Additional Services Not Included:
As a practical matter we may discuss tax planning or other matters while gathering information for or reviewing the preparation of tax returns. However, you need to engage us separately for any services outside the scope of this services agreement.
When an extension of time to file a return is available it never includes an extension of time for the payment of the tax due. We require that all information be provided to us no less than 30 days prior to the date when you expect us to deliver your tax return(s). Be aware that if you submit your data after the date requested, we may not be able to keep our commitment in terms of delivery date. Although we will endeavor to extend the due date of your tax return(s) if they are not done by the tax-filing deadline, ultimately you may be subject to late filing penalties because of the delay. Unforeseen circumstances may inhibit our ability to prepare your returns timely.
Maintaining copies of supporting documentation:
You are required to maintain copies of all of the supporting documentation for your tax returns. Our files are not complete with regard to all of the supporting documentation for your tax returns. Original copies of documents and information submitted to us by you will be returned to you with your completed returns. IRS record retention information is available at https://www.irs.gov/businesses/small-businesses-self-employed/recordkeeping. Our current policy (which we may revise at any time and in our sole discretion) is to retain copies of tax returns and certain related workpapers for seven years after the return is filed, subject to casualties beyond our control. We provide our clients with a file copy of each federal income tax return for which we are a signing preparer, and we recommend that you retain this copy for at least seven years.
Although taxpayers are not required to retain their tax records for longer than our seven-year recommendation, there are situations in which tax returns older than seven years may contain information useful in future tax planning. For example, prior year returns may contain information relating to the basis of assets for gain/loss calculations, and corporations may use tax return information in calculating "earnings and profits" for corporate tax planning. We recommend that taxpayers consider maintaining separate accounting records or workpapers with this information. If you would like us to assist you in developing these separate records, please call us to discuss the scope of such a project.
It may also be advisable to retain accounting or tax records for longer than seven years for reasons unrelated to taxes. Decisions regarding document retention may involve a variety of legal considerations (e.g., statutes of limitations, rules of evidence), so you may wish to consult your legal counsel to address these legal considerations.
In the event of a tax notice and/or examination by a taxing authority:
We will be happy to assist you in the event of a tax notice and/or examination of your tax returns by a taxing authority. We will charge additional fees for this assistance under a separate services agreement.
Penalties and interest for errors and omissions:
You may be assessed penalties and interest for errors on and/or lack of supporting documentation for the tax returns. If there is an error on the return that results from incorrect information supplied by you, you are responsible for the payment of any additional taxes that would have been properly due on the original return(s), and any interest and penalties charged by the IRS. If we have made an error, other than an error caused by incorrect information you supplied, we will be responsible for payment of penalties at the time of the initial notice.
Our liability hereunder for damages, unless caused by our gross negligence or wilful misconduct, shall not exceed the total amount paid for the services described herein. This shall be your exclusive remedy.
Our estimated fee for the services to be provided hereunder shall be the fee stated in the estimate provided to you. We reserve the right to ask for a retainer, based on the estimated price of the tax return. If a retainer is not requested, invoices for services are due when rendered and interim billings may be submitted as work progresses. Full payment of your tax preparation fee is required before we release the final version of your return to you. If you terminate this engagement before completion, you agree to pay a fee for work completed.
Possibility of Litigation:
If the IRS or another tax authority adopts a position contrary to any analysis or conclusions in our Tax Advice or to any position reported on a tax return, it might be necessary to pursue administrative appeals or litigation. Decisions of whether and how to pursue administrative appeals or litigation may be based on considerations of cost, publicity, and other matters unrelated to the technical merits of a tax position. In some cases, taxpayers elect not to pursue appeals or litigation even though a reported position may ultimately be sustained on appeal or in litigation.
Disclaimer of Legal and Investment Advice:
Our services under the Tax Return Preparation Services Agreement and these Terms do not constitute legal or investment advice. We recommend that you retain competent legal counsel and investment advisers.
Warranty and Limitation:
We warrant that our services will be performed with reasonable care in a diligent and competent manner. THIS WARRANTY IS OUR ONLY WARRANTY CONCERNING OUR SERVICES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, ALL OF WHICH ARE HEREBY DISCLAIMED.
Documents and Files:
We may, or may not, retain the original documents in connection with the performance of our services. If we have retained such original documents, we will, upon your written request, return to you the original documents. We may retain copies of these documents for our files.
You may terminate the Tax Return Preparation Services Agreement at any time by written notice to us. Subject to any restrictions imposed by applicable ethical rules, we may terminate the Engagement Letter at any time upon written notice to you. Termination for any reason will not affect your obligation to pay us for fees and expenses incurred prior to termination or in transferring files to and otherwise cooperating with any successor tax preparer or tax advisor. If you terminate any Engagement Letter after we have commenced performing services under a fixed fee arrangement, you will be obligated to pay us the entire fixed fee upon termination.