Terms of Service for Eucalyptus, LLC
Date of Last Revisions: June 10, 2024
About Eucalyptus, LLC
Eucalyptus, LLC (“Eucalyptus,” “we,” or “us”) is a wholly owned subsidiary of High Violet, LLC. Eucalyptus was founded in 2023.
This terms of service (“Agreement”, or “Terms of Service”) is entered into by and between Eucalyptus, and you and your affiliated business entities (“Client” or “you”). “Affiliate” means any company that controls, is controlled by, or is under common control with Client, directly or indirectly, with control meaning an ownership interest of at least 20%.
Our Staff
Our staff are full-time employees, are primarily remote-based, and live and work in the United States (“U.S.”).
Our Services
This Agreement states the terms and conditions that govern your access to and use of (1) the Eucalyptus website (https://www.goeucalyptus.co), (2) third-party web-based software services provided to you by Eucalyptus, and (3) managed services, collectively, the “Eucalyptus Service,” a detailed description of our managed services are available on our services page(https://www.goeucalyptus.co/services).
This Agreement contemplates one or more service orders for the Eucalyptus Service, which are governed by this Agreement. If there is an inconsistency between this Agreement and the service order form, the service order form prevails.
This Agreement and service order forms constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written. Client is not relying on any representations, oral or written, not included in this Agreement. No representation, promise, or inducement not included in this Agreement is binding.
By our engagement to provide services, you recognize that we are management consultants. You are free to accept our advice or not. In that regard, you recognize that none of our services, including our Chief Financial Officer services, are to be officially considered “management” or “officers” in the way that a full-time employee with the equivalent title might traditionally be viewed.
The parties are each independent contractors with respect to the other, and neither party is authorized to act for the other as an agent, representative, or partner.
Communications
We may from time to time send newsletters, emails, explanations of tax law developments, blogs, or similar communications to selected clients, former clients, prospective clients or other interested parties. These communications are of a general nature and are not definitive advice. We do not send all such communications to all clients, former clients, or interested parties. These newsletters do not establish or continue a client relationship with any person, and they do not constitute an undertaking on our part to monitor tax or other issues for you or for any other parties.
Educational Materials
Educational materials, such as videos, blogs, white papers, etc., are not definitive advice, and do not constitute an undertaking on our part to monitor tax or other issues for you or for any other parties.
Third-Party Partners
We may receive compensation for making referrals to our technology and other third-party partners, which are typically in accordance with their accounting partner programs and published on the partner websites.
Acceptance of Terms of Service
By (1) checking a box indicating your acceptance, (2) ordering,(3) or accessing the Eucalyptus Service, you agree to be bound by this Agreement and all other policies, procedures, and rules that we may publish, as well as any additional terms and conditions which we and you may agree to inwriting on a service order form. We may refuse to offer the Eucalyptus Service to any entity or person, and use of the Eucalyptus Service is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement. If you do not agree with this Agreement, or you are not legally able to enter into a contract, you are not authorized to use the Eucalyptus Service.
Modification of Terms of Service
We reserve the right to modify or replace any provision in this Agreement, or change, suspend, or discontinue the Eucalyptus Service at any time. It is your responsibility to check this Agreement periodically for changes, and your continued use of the Eucalyptus Service following any changes to this Agreement constitutes acceptance of those changes to this Agreement. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
Data Security & Privacy
Eucalyptus follows industry standards and complies with regulatory requirements to manage and secure all client data.
To enhance your user experience, third-party analytics tools that collect and analyze web traffic. The tools use cookies to track visitor interactions, which are then used to generate website activity reports and other services related to internet usage.
Eucalyptus may also instruct the client to use particular software tools to allow Eucalyptus team members to access bank statements, documents, and data necessary to perform the Eucalyptus Service.
You are responsible for maintaining the confidentiality of your login credentials to the Eucalyptus Service, and will immediately notify us at admin@goeucalyptus.co or (702) 213-5701 of any suspected unauthorized use of your account, suspected or actual compromise of your login credentials, or any other account related security concerns or suspected security breach. You will not use another user’s login credentials.
The Eucalyptus Service is reliant on other websites. Third-party sites and services are not under our control, and you agree that Eucalyptus shall not be responsible or liable, directly or indirectly, for any damage or loss in connection with the use of or reliance on any such content, products, or services available from any such third party.
Eucalyptus is not compliant with the Health Insurance Portability and Accountability Act of 1996 (HIPAA).
Bank Feeds
To automate your accounting, reduce man hours, and keep your services cost as low as possible, Clients have to keep bank feeds up and running. Because it is your bank account, Eucalyptus requires your help keep it connected.
When we contact you to let you know these bank feeds have a problem, we need your help to reconnect them on a timely basis. You agree to provide Eucalyptus with remote read-only access to your accounting and bank feed systems, as may be required by the Eucalyptus Service. You are solely responsible for the adequacy of its security measures for remote access users. You represent and warrant that your use of the Eucalyptus Service will not violate any agreement or terms to which you are subject.
Use of the Eucalyptus Service
Client and its authorized employees, affiliates, and contractors may access the Eucalyptus Service in compliance with this Agreement and applicable law.
Client Data
All data you provide (“Client Data”) and all results derived by the Eucalyptus Services from the Client Data (“Results”), remain your property. We will use Client Data solely for purposes of performing services under this Agreement. During the term of this Agreement, you may export your Client Data and Results through the use of the Eucalyptus Service.
During and after the term of this Agreement, Eucalyptus may use and own all anonymized Client Data and Results within the Eucalyptus Service for purposes of enhancing the products and services, aggregated statistical analysis, technical support, and other business purposes.
Client Promotion
You agree to allow Eucalyptus to use your trademarks, logos, trade names, and a description of the business relationship between us, in any Eucalyptus marketing and sales promotion materials. We will notify you if we feature you, and you can always decline and opt out at that time. Please let us know if you are interested in being featured in our marketing materials or website.
Payment of Fees
You must pay all fees as specified on the service order form. If not specified otherwise, payment is due upon signature of the service order form and monthly thereafter, payable by credit card or other acceptable means. You are responsible for the payment of all sales, use, withholding, VAT, and other similar taxes. If you believe in good faith that any payment is incorrect and wish to dispute it, you must notify us within 10 days of payment. We reserve the right to charge interest of 1% per month on any undisputed payment that is not paid within 30 days of the invoice date.
Eucalyptus reserves the right to suspend your access to any Eucalyptus Services if you fail to pay any undisputed invoice when due, until your account is paid in full or you have made other payment arrangements satisfactory to us. Our suspension of services will not affect your obligations to us under this Agreement. If any collection action is required to collect unpaid balances due, you shall reimburse Eucalyptus for collection costs, including but not limited to reasonable attorneys’ fees.
Pricing Changes
Our typical business practice is to increase service fees once per year. Other increases might relate to 1) new services added 2) significant scope changes 3) growth (usually volume-based) and 4) price changes from our third-party vendors.
We are always happy to add services at our current published prices. Facts and circumstances that we discover during onboarding or performing services may lead to scope changes, in which case we will work with you to understand the services you have purchased and walk through alternatives if additional services are needed. We do the best we can in our sales process, but we will talk with you and make sure everything makes sense should there be a miscommunication or a scope change.
We reserve the right to increase our prices related to growth and volume increases. Our team will notify you if you have a price increase related to growth or volume.
We reserve the right to increase fees related to pricing increases from the third-party vendors that we use for our services. We will notify you at least 30 days in advance of any changes related to third-party price changes.
Mutual Confidentiality
Confidential Information means all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential, given the nature of the information and the circumstances of disclosure. Eucalyptus’s Confidential Information includes without limitation the Eucalyptus Service, its operating policies and procedures, and its pricing information.
The Recipient will not disclose or use any Confidential Information of Discloser for any purpose outside of the scope of this Agreement and must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this Agreement.
Confidential Information excludes information that: 1) is or becomes generally known to the public without breach of any obligation owed to Discloser, 2) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, 3) is received from a third party without breach of any obligation owed to Discloser, or 4) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order.
Eucalyptus Property
The workflow processes, procedures, user interface, designs, and other technologies provided as part of the Eucalyptus Service are proprietary property of Eucalyptus and its third-party partners, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with Eucalyptus and our third party partners. Client may not remove or modify any proprietary marking or restrictive legends in the Eucalyptus Service.
Any feedback or suggestions you provide us about the Eucalyptus Service is owned by Eucalyptus, and we may use such information without obligation or compensation to you. Eucalyptus reserves all rights unless expressly granted in this Agreement.
Term, Termination, Suspension
This Agreement continues until (i) all service orders have expired, (ii) either party terminates the Agreement by providing thirty (30) days’ prior written notice of termination for convenience or (iii) a party terminates this Agreement because the other party is in material breach of this Agreement. If either party is in material breach of this Agreement, the party harmed by the breach must provide notice in writing to the other party. If such breach is not cured within 30 days, the party may terminate the Agreement.
Within 30 days after termination, upon request, we will make the Eucalyptus Service available for Client to export Client Data and/or take over any third-party licenses. After such a 30-day period, Eucalyptus has no obligation to maintain the Client Data or third-party licenses.
Eucalyptus may temporarily suspend or revoke the Eucalyptus Service at any time, if we in good faith believe that you violated a law, or that a conflict of interest exists that prevents us from providing the Eucalyptus Service in accordance with applicable ethical rules. Eucalyptus may temporarily suspend or revoke the Eucalyptus Service at any time, if you fail to make payment as described above in the Payment of Fees section.
Any terms that by their nature must survive termination of this Agreement to enable a party to assert its rights and receive the protections of this Agreement, will survive (including without limitation, the confidentiality terms).
Promotions and Prorated Tax Fees
We may provide promotional discounts and/or prorated tax fees, that other firms historically choose to charge in a lump sum, for your benefit and convenience.
You agree to allow Eucalyptus to recover any promotional discounts if you terminate services within the first year of service. After one year, we will not seek to recover any promotional discounts. You acknowledge that we provide various tax services throughout the year. Prorated tax fees are not refundable if you choose to terminate services before the completion of your tax return. If Eucalyptus prepares a tax return for you and you terminate tax services, you agree to allow Eucalyptus to bill you for a cumulative of 12 months of tax service fees (which will be calculated by taking 12 months of tax service fees and subtracting the cumulative tax fees already billed to you).
Non-Disparagement
Other than as necessary to respond to any legal or regulatory process or proceeding or as may be required by law, either party shall not make, or cause or encourage others to make, any public or private statements (including on social media) that disparage, denigrate, criticize, or malign the other party.
Non-Solicitation
You will not employ or otherwise contract for the same or similar services of any current employee, subcontractor, or agent (hereafter collectively referred to for this provision as “Personnel”) of Eucalyptus, performing duties in support of this Agreement, or Personnel hired by Eucalyptus, performing duties in support of this Agreement, during the term hereof until one year after the earlier of (1) the termination of such Personnel’s engagement or (2) the termination of this Agreement.
No offer or other form of solicitation of employment will be made at any time when the employment of such Personnel is prohibited by this Agreement. Inasmuch as it is impossible to fix the damages for breach of this non-solicitation provision, it is understood and agreed that upon breach, you will pay to Eucalyptus, as liquidated damages, an amount equal to thirty percent (30%) of the affected Personnel’s base annual compensation for each such employment solicitation made in breach of this provision. You agree that this amount represents reasonable compensation to Eucalyptus for its cost of recruiting and training its Personnel and does not constitute a penalty. Such amount will be due and payable by you within ten (10) days of receipt of written demand from Eucalyptus. In addition to the above-liquidated damages, Eucalyptus may seek equitable relief from you.
Warranties and Disclaimers
Eucalyptus represents and warrants that all professional services performed under this Agreement shall be performed in a workmanlike and professional manner. EUCALYPTUS DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE EUCALYPTUS TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE EUCALYPTUS SERVICE, EUCALYPTUS DOES NOT GUARANTEE THAT THE EUCALYPTUS SERVICE CANNOT BE COMPROMISED. CLIENT UNDERSTANDS THAT THE EUCALYPTUS SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
Limitation of Liability
EUCALYPTUS IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF THE DAMAGE OR LOSS IS FORESEEABLE.
EXCEPT FOR EUCALYPTUS’S INDEMNITY OBLIGATIONS, EUCALYPTUS’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CLIENT WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.
Indemnity
Eucalyptus will defend or settle any third-party claim against Client to the extent that such claim alleges that the Eucalyptus Service violates a copyright, patent, trademark, or other intellectual property right, if Client, promptly notifies Eucalyptus of the claim in writing, cooperates with Eucalyptus in the defense, and allows Eucalyptus to solely control the defense or settlement of the claim.
Eucalyptus will pay infringement claim defense costs it incurs in defending Client, and Eucalyptus negotiated settlement amounts, and court awarded damages. If such a claim appears likely, then Eucalyptus may modify the Eucalyptus Service, or procure the necessary rights, or replace it with the functional equivalent, or terminate the functionality and refund any prepaid and unused fees. Eucalyptus has no obligation for any claim arising from: Eucalyptus’s compliance with Client’s specifications; a combination of the Eucalyptus Service with other technology or aspects where the infringement would not occur but for the combination; use of Client Data; or technology or aspects not provided by Eucalyptus. THIS PARAGRAPH CONTAINS CLIENT’S EXCLUSIVE REMEDIES AND EUCALYPTUS’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. You hereby irrevocably agree to indemnify, defend, and hold Eucalyptus, its affiliates, directors, officers, employees, and agents harmless from and against any and all loss, costs, damages, liabilities, and expenses (including attorneys’ fees) arising out of or related to (i) any third-party claim resulting from a breach by you of any of your covenants, representations, or warranties contained in this Agreement and/or (ii) your use of the Eucalyptus Service.
We may assume and control, with the sole power to direct, the defense of any indemnification claim, including the selection of legal counsel. Neither party shall admit fault on behalf of the other party without the written consent of such other party. We reserve the right to settle or compromise any claim without your prior written consent.
Governing Law and Venue
This Agreement is governed by the laws of the State of Nevada (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any controversy, dispute or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this agreement, including any claim based on contract, tort, or statute, shall be resolved, at the request of any party to this agreement, by final and binding arbitration conducted at a location determined by the arbitrator in Las Vegas, Nevada, administered by and in accordance with the then existing rules and procedures of the American Arbitration Association, and judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof.
Assignment
Neither party may assign or transfer this Agreement or an order to a third party, except that this Agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets of a party. Notwithstanding the foregoing, we may use subcontractors to perform services, in our sole discretion and without notice; provided that the use of any such subcontractors shall not affect our obligations or responsibilities to you.
Income Tax, Franchise Tax, Sales Tax, and 1099 Services Terms & Conditions
In the course of delivering services relating to income tax return preparation, tax advisory, assistance in tax controversy matters, franchise tax return preparation, sales tax return preparation, and 1099 matters, Eucalyptus applies customary practices intended to provide these services in a cost-effective manner. This Agreement describes certain of these customary practices, as well as other standard terms, conditions, and limitations relating to our provision of tax and 1099 services.
We will prepare your tax returns based upon information and representations that you provide to us. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. We will prepare the above-referenced tax returns solely for filing with the Internal Revenue Service (“IRS”) and state and local tax authorities as identified above. Our work is not intended to benefit or influence any third party, either to obtain credit or for any other purpose.
You agree to indemnify and hold us harmless with respect to any and all claims arising from the use of the tax returns for any purpose other than filing with the IRS and state and local tax authorities regardless of the nature of the claim, including the negligence of any party.
Our engagement does not include any procedures designed to detect errors, fraud, or theft. Therefore, our engagement cannot be relied upon to disclose such matters. This engagement is limited to the professional services outlined on a service order form.
Eucalyptus Tax Responsibilities
Unless otherwise noted, we will perform our services in accordance with the Statements on Standards for Tax Services (“SSTSs”) issued by the American Institute of Certified Public Accountants (“AICPA”) and U.S. Treasury Department Circular 230 (“Circular 230”). It is our duty to perform services with the same standard of care that a reasonable income tax preparer would exercise in this type of engagement. It is your responsibility to safeguard your assets and maintain accurate records pertaining to transactions. We will not hold your property in trust for you, or otherwise accept fiduciary duties in the performance of the engagement.
Prior Year Review
Our review of the prior year’s income or sales tax return will necessarily be limited and may not find all errors. We will, however, bring to your attention any errors that we find. If you ask us to prepare amended tax returns and address any other matters arising as a result of any error, we will confirm this representation in a separate service order form.
Estimated Tax Payments
You may be required to make quarterly estimated income tax payments. We will calculate these payments based upon the information you provide to prepare your tax returns and have no obligation to update recommended payments after the engagement is completed.
Tax Planning Services
During the course of preparing the tax returns identified above, we may bring to your attention potential tax savings strategies for you to consider as a possible means of reducing your taxes in subsequent tax years. However, we have no responsibility to do so, and will take no action with respect to such recommendations, as the responsibility for implementation remains with you.
Use of Third-Party Service Providers
Some of our tax services require the use of a third party. We receive compensation for making such a referral. We will, as part of our engagement, evaluate the work performed and the advice given by such service providers. If we do not concur with the advice provided by such service providers, we will communicate our nonconcurrence to you in writing.
We will share confidential information with these parties but remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures, and safeguards to protect the confidentiality of your information.
Tax Deliverables
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 (“IRC”), regulations, Private Letter Rulings, and court decisions. 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, §10.37, Requirements for Written Advice.
If for any reason we are unable to complete the engagement, we will not issue the deliverable(s).
Government Tax Inquiries
Tax return preparation does not include responding to inquiries by any governmental agency or tax authority. If your tax return is selected for examination or audit, you may request our assistance in responding to such an inquiry. If you ask us to represent you, we will confirm this representation in a service order form.
Arguable Tax Positions
We will use our judgment to resolve questions in your favor where a tax law is unclear, provided there is sufficient support 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 the IRC, tax regulations, Revenue Rulings, Revenue Procedures, private letter rulings, and court decisions.
If the IRS, state or local tax authorities later contest the position taken, additional tax, penalties, and interest may be assessed. We assume no liability, and you hereby release us from any liability including but not limited to, additional tax, penalties, interest, and related professional fees.
Client Tax Responsibilities
Unless the data is already made available through separate services in accordance with a service order form, you will provide us with a trial balance and other supporting data necessary to prepare your tax returns. You must provide us with accurate and complete information. Income from all sources, including those outside of the U.S., is required.
We rely upon the accuracy and completeness of both the information you provide in the trial balance and other supporting data you provide in rendering professional services to you.
Documentation
You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. You should retain all documents that provide evidence and support for reported income, credits, and deductions on your returns, as required under applicable tax laws and regulations. You are responsible for the adequacy of all information provided in such documents. You represent that you have such documentation and can produce it if necessary, to respond to any audit or inquiry by tax authorities. You agree to hold Eucalyptus harmless from any liability including but not limited to, additional tax, penalties, interest, and professional fees resulting from the disallowance of tax deductions due to inadequate documentation.
Personal Expenses
You are responsible for ensuring that personal expenses, if any, are segregated from business expenses and that expenses such as meals, travel, vehicle use, gifts, and related expenses are supported by necessary records required by the IRS and other tax authorities. At your written request, we are available to provide you with written answers to your questions on the types of supporting records required.
State and Local Filing Obligations
You are responsible for determining your tax filing obligations with any state or local tax authorities, including, but not limited to, income, franchise, sales, use, property, or unclaimed property taxes. You agree that we have no responsibility to research these obligations or to inform you of them. If upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will notify you of this responsibility in writing and ask you to contact us. If you ask us to prepare these returns, we will confirm this representation in writing.
U.S. Filing Obligations Related to Foreign Financial Assets
As part of your filing obligations, you are required to report the maximum value of specified foreign financial assets, which include financial accounts with foreign institutions and certain other foreign non-account investment assets that exceed certain thresholds. You are responsible for informing us of all foreign assets, so we may properly advise you regarding your filing obligations.
These assets include any ownership interests you directly or indirectly hold in businesses located in a foreign country, and any assets or financial accounts located in a foreign country over which you have signature authority. Based upon the information you provide, this information will be used to calculate any applicable foreign tax credits. We will also use this data to inform you of any additional filing requirements, which may include FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”). Failure to file required forms can result in the imposition of both civil and criminal penalties, which may be significant. The FBAR is not a tax return, and its preparation is not included with our general standard tax services.
Foreign Filing Obligations
You are responsible for complying with the tax filing requirements of any other country. You acknowledge and agree that we have no responsibility to raise these issues with you and that foreign filing obligations are not within the scope of Eucalyptus Services.
Other Income, Losses and Expenses
If you realized income, loss, or expense from a business or supplemental income or loss, the reporting requirements of federal and state income tax authorities apply to such income, loss, or expense. You are responsible for complying with all applicable laws and regulations pertaining to such operations, including the classification of workers as employees or independent contractors and related payroll tax and withholding requirements.
Sales Tax Specifics
We provide guidance on sales tax from a limited logistical perspective and will register and file based on the Client’s direction. We are not a sales and local tax expert or sales tax attorney. Please consult with an expert in this area to validate nexus, filing requirements, audit support or to initiate a Voluntary Disclosure Agreement.
You are responsible for providing all requested data and supporting information on a timely basis and having the funds available to pay the sales taxes. Failure to do so may result in penalties and interest from taxing authorities as well as additional accounting fees. We will process any sales tax filings and payments, even without approval from you, as long as the funds are apparently available. You are responsible for providing us with specific, written instructions within two business days, after the notification of sales tax amount due, if you don’t want the payment made and/or filing completed.
We use various partners to assist in our sales tax filing services, but we provide the oversight and management of the overall sales tax process.
Ultimate Responsibility
You have final responsibility for your tax returns. We will provide you with a copy of your electronic tax returns and accompanying schedules and statements for review prior to filing with the IRS and state and local tax authorities, as applicable. You agree to review and examine them carefully for accuracy and completeness.
You will be required to verify and sign a completed Form 8879, IRS e-file Signature Authorization for your federal income tax return, and any similar state and local equivalent authorization form before your returns can be filed electronically.
Timing of the Tax Engagement
We expect to begin our services upon receipt of a service order form.
Our services will conclude upon the earlier of 1) entering into a new service order form for tax services or 2) written notification by either party that the engagement is terminated.
Extensions of Time to File Tax Returns
The original filing due dates for your tax returns are as set by the IRS and state taxing authorities on an annual basis. The information needed to complete the tax returns must be received no later than 45 days prior to the original filing due dates so that the returns may be completed by those dates and not extended.
It may become necessary to apply for an extension of the filing deadline if there are unresolved issues or delays in processing, or if we do not receive all the necessary information from you on a timely basis.
Applying for an extension of time to file may extend the time available for a government agency to undertake an audit of your return or may extend the statute of limitations to file a legal action. All taxes owed are due by the original filing due date. Additionally, extensions may affect your liability for penalties and interest or compliance with governmental or other deadlines.
Tax Penalties and Interest Charges
Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file or late filing of returns, and underpayment of taxes. You, as the taxpayer, remain responsible for the payment of all tax, penalties, and interest charges imposed by tax authorities.
We rely on the accuracy and completeness of the information you provide to us in connection with the preparation of your tax returns. Failure to disclose or inadequate disclosure of income or tax positions may result in the imposition of penalties and interest charges.
Savings
In the event any provision herein violates a tax jurisdiction’s Standard of Conduct specifically applicable to a client, as to that client, such provision shall be 1) modified to the extent necessary to be in compliance with that specific standard, or 2) rendered void if modifying the provision cannot result in compliance with the specifically applicable standard. In the event any portion of this Agreement is found to be void, illegal or unenforceable, all remaining provisions shall remain in full force and effect.
That's it!
Thanks for sticking with it. We look forward to working with you!
