Statement of Work

Hourly rates are subject to change, as well as be discounted based on the Membership Plan you or your company have signed up for with us.

• Principal / Partners $450
• Managers / CPA’s $350
• Tax Specialist $200
• Bookkeeping Staff $100
• Support Staff $50

With regard to the fiduciary income tax return, we will not audit or otherwise verify the data you submit, although we may ask you to clarify some of it or furnish written or oral assurance that records or other evidence exist to substantiate deductions. You should retain all the documents, books, and records that form the basis of income and deductions. The documents may be necessary to prove the accuracy and completeness of the returns to a taxing authority. You have the final responsibility for the income tax returns and, therefore, you should review them carefully before you sign them.

This firm is responsible for preparing only the return for which a separate agreement has been signed and paid for.

We will use our professional judgment in preparing your return. Whenever we are aware that a possibly applicable tax law is unclear or that there are conflicting interpretations of the law by authorities (e.g., tax agencies and courts), we will share our knowledge and understanding of the possible positions that may be taken on your return. We will adopt whatever position you request on your return so long as it is consistent with our professional standards and ethics. If you desire a legal opinion before choosing among alternative tax positions, legal counsel should be separately retained for this purpose. We will work with you and your chosen legal counsel to the best of our abilities in giving you whatever information we have that may help you in your decision. You have the final responsibility for positions taken on the return. If the Internal Revenue Service should later contest the position taken, there may be an assessment of additional tax liability plus interest and possible penalties. We assume no liability for any such additional penalties or assessments.

Provisions of the Internal Revenue Code require you to have the necessary records to support your travel (including auto), entertainment, and related expenses. If you do not have the required records, including receipts, do not record the expenditure as a deductible item. If you have any questions as to the type of records required, please contact us for assistance.

Your return is subject to examination by the taxing authorities. In the event of an audit, you may be requested to produce documents, records, or other evidence to substantiate the information shown on the tax return. We are not responsible for Internal Revenue Service calculation of values or for resulting taxes, penalties, and interest. Any items resolved against you by an examining agent are subject to certain rights of appeal. In the event of an examination, we will be available to represent you. Such services will be covered in a separate engagement letter.

Please note that any person or entity subject to the jurisdiction of the United States (includes individuals, corporations, partnerships, trusts, and estates) having a financial interest in, or signature or other authority over, bank accounts, securities, or other financial accounts having a value exceeding $10,000 in a foreign country, must report such a relationship. Although there are some limited exceptions, filing requirements also apply to taxpayers that have direct or indirect control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign account(s). For example, a corporate-owned foreign account would require filings by the corporation and by the individual corporate officers with signature authority. Failure to disclose the required information to the U.S. Department of the Treasury may result in substantial civil and/or criminal penalties.

Additionally, the IRS also requires information reporting on foreign interests or activities under applicable Internal Revenue Code (IRC) sections and related regulations, and the respective IRS tax forms are due when your income tax return is due, including extensions. The IRS reporting requirements are in addition to the U.S. Department of the Treasury reporting requirements stated above. Therefore, if you have any direct or indirect foreign interests that require disclosures to the IRS, you must provide us with the information necessary to prepare the applicable IRS forms.

Failure to timely file the appropriate forms with the U.S. Department of the Treasury and the Internal Revenue Service may result in substantial monetary penalties. By your signature below, you accept responsibility for informing us if you believe that you may have foreign reporting requirements with the U.S. Department of the Treasury and/or Internal Revenue Service and you agree to timely provide us with the information necessary to prepare the appropriate form(s). We assume no liability for penalties associated with the failure or untimely filing of any of these forms.

Please note that the Internal Revenue Service (IRS) considers virtual currency (e.g., Bitcoin) as property for U.S. federal tax purposes. As such, any transactions in, or transactions that use, virtual currency are subject to the same general tax principles that apply to other property transactions. If there was virtual currency activity during the tax year, there may be tax consequences associated with such transactions, and there may be additional foreign reporting obligations.

You agree to provide us with complete and accurate information regarding any transactions in, or transactions that have used, virtual currency during the applicable tax year. Please ask us for advice if you have any questions regarding the type of records required for virtual currency transactions.

By your signature on your agreement, you are confirming to us that unless we are otherwise advised, the travel, entertainment, gifts, and related expenses are supported by the necessary records required under Section 274 of the Internal Revenue Code. If you have any questions as to the type of records required, please ask us for advice in that regard.

The IRS and U.S. Treasury issued final tangible property regulations (TPRs) that govern when taxpayers must capitalize and when they can deduct expenditures for acquiring, producing or improving tangible property. These regulations were fully effective for tax years beginning on or after January 1, 2014. The final regulations created new annual elections, and while certain safe harbors and elections are implemented through filing statements or treatment of an item on a timely filed federal tax return, the IRS considers the remaining provisions to be a change in accounting method, which may require the filing of Form 3115, Application for Change in Accounting Method.

If we become aware that you may be using an accounting method not in accordance with the final TPR regulations, our firm may need additional time to analyze your current and prior acquisitions and improvements to properly complete Form 3115. By your signature below, you accept ultimate responsibility for your capitalization analyses and decisions, and you agree to provide us with the information necessary to prepare the appropriate elections and/or method change IRS form(s). Please ask us for advice if you have any questions regarding your company’s application of these regulations.

The law provides for a penalty to be imposed where a taxpayer makes a substantial understatement of his or her tax liability. For Partnerships and individual taxpayers, a substantial understatement exists when the understatement for the year exceeds the greater of 10 percent of the tax required to be shown on the return or $5,000. The penalty is 20 percent of the underpayment. Taxpayers other than “tax shelters” may seek to avoid all or part of the penalty by showing (1) that they acted in good faith and there was reasonable cause for the understatement, (2) that the understatement was based on substantial authority, or (3) that the relevant facts affecting the item’s tax treatment were adequately disclosed on the return. A taxpayer is considered a “tax shelter” if its principal purpose is to avoid Federal income tax. Because an A Partnership is an entity whose tax attributes flow through to its partners or LLC members, the penalty for substantial understatement of tax relating to Partnership items may be imposed on the partners (members). You agree to advise us if you wish disclosure to be made in your returns or if you wish for us to identify or perform further research with respect to any material tax issues for the purpose of ascertaining whether, in our opinion, there is “substantial authority” for the position proposed to be taken on such issues in your returns.

Our work in connection with the preparation of your income tax returns, or any other project does not include any procedures designed to discover fraud, defalcations, or other irregularities, should any exist. We will render such accounting and bookkeeping assistance as we find necessary for preparing the income tax returns.

We will use our professional judgment in preparing your returns. Whenever we are aware that a possibly applicable tax law is unclear or that there are conflicting interpretations of the law by authorities (e.g., tax agencies and courts), we will explain the possible positions that may be taken on your return. In accordance with our professional standards, we will follow whatever position you request, as long as it is consistent with the codes, regulations, and interpretations that have been promulgated. If the Internal Revenue Service should later contest the position taken, there may be an assessment of additional tax plus interest and penalties. We assume no liability for any such additional penalties or assessments. In the event, however, that you ask us to take a tax position that in our professional judgment will not meet the applicable laws and standards as promulgated, we reserve the right to stop work and shall not be liable for any damages that occur as a result of ceasing to render services.

In December 2017, the President signed into law the Tax Cuts and Jobs Act (“Tax Act” or “Act”) which introduces the most significant changes to the U.S. tax system since 1986. With a few exceptions, the provisions are generally effective starting in the 2018 tax year. If you have any questions regarding the application of the Tax Act regulations, please ask us for advice in that regard.

In preparing the estate tax returns, we will not independently determine values, except where the values could be determined by reference to market quotations contained in The Wall Street Journal or other equally reliable sources. Since we are not business or real estate appraisers or valuators, all valuation services will be performed by qualified third parties who will be chosen on a timely basis by a representative of the estate (e.g., the executor). The representative of the estate will be solely responsible for selecting the third-party appraisers or valuators. The parties agree that we may rely on the values determined by said third-party appraisers or valuators in preparing the estate tax returns and that we shall not be liable for any damages that may result from the use of said values in the event they are not accepted by the relevant taxing authorities.

We will use our professional judgment in preparing your returns. Given the magnitude of the changes the Tax Act contains, as well as some new concepts introduced in the law, additional stated guidance from the IRS, and possibly from Congress in the form of technical corrections, may be forthcoming. We will use our professional judgment and expertise to assist you given the Tax Act guidance as currently promulgated. Subsequent developments issued by the applicable tax authorities may affect the information we have previously provided, and these effects may be material. Whenever we are aware that a possibly applicable tax law is unclear or that there are conflicting interpretations of the law by authorities (e.g., tax agencies and courts), we will share our knowledge and understanding of the possible positions that may be taken on your returns. We will adopt whatever position you request on your returns so long as it is consistent with our professional standards. If you desire a legal opinion before choosing among alternative tax positions, legal counsel should be separately retained for this purpose. We will work with you and your chosen legal counsel to the best of our abilities in giving you whatever information we have that may help you in your decision. You have the final responsibility for positions taken on the returns.

If a taxing authority should later contest the position taken, there may be an assessment of additional tax plus interest and penalties. We assume no liability for any such additional penalties or assessments. In the event, however, that you ask us to take a tax position that in our professional judgment will not meet the applicable laws and standards as promulgated, we reserve the right to stop work and shall not be liable for any damages that occur as a result of ceasing to render services.

During the work we perform, we may from time to time recommend additional services and introduce you to other third-parties which we feel may provide benefit. We do not represent the services or provide guarantees on their work. In such cases where your company may use those services, we may receive indirect or direct compensation from the other firm sponsoring the service. We do not participate in or receive any compensation on any service requiring Securities licensing (such as for financial services products or broker commissions on sale of business).

1. Firm recognizes and acknowledges that Client possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term “confidential information” includes all information and materials belonging to, used by, or in the possession of Client relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Firm, or (b) information that subsequently becomes public through no act or omission of the Firm. Firm agrees that all the confidential information is and shall continue to be the exclusive property of Client, whether or not prepared in whole or in part by Firm and whether or not disclosed to or entrusted to Firm’s custody. Firm agrees that Firm shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of Client. Notwithstanding any other provision in this agreement to the contrary, Firm shall have permission to disclose certain confidential information pursuant to the order of any court or other government or regulatory agency provided that prior written notice of such disclosures is furnished to Client as soon as practicable in order to afford Client an opportunity to seek, at its own expense, a protective order. If Client is unable to obtain or does not seek a protective order, and Firm is legally compelled to disclose such information, disclosure of such information may be made without liability.
2. To the extent any materials, inventions, technologies, reports, memoranda, studies, writings, articles, plans, designs, specifications, exhibits, software code, or other materials prepared by Firm in the performance of services under this Agreement include material subject to copyright protection, such materials have been specially commissioned by Client and they shall be deemed “work for hire” as such term is defined under U.S. copyright law. To the extent any such materials do not qualify as “work for hire” under applicable law, and to the extent they include material subject to copyright, patent, trade secret, or other proprietary rights protection under applicable professional standards, Firm hereby grants to Client an unlimited, non-transferable license to use, copy and distribute internally any Firm work products provided under this Agreement. Firm shall execute and deliver such instruments and take such other actions as may be required to carry out and confirm the assignments contemplated by this paragraph and the remainder of this Agreement. All documents, magnetically or optically encoded media, and other tangible materials created by Firm as part of its services under this Agreement shall be provided to Client in accordance with the terms of the applicable Engagement Letter(s). Notwithstanding the above, Firm retains ownership interest in and will be permitted to keep one archival copy of, all work products in accordance with applicable professional standards for Certified Public Accountants.
3. If the income tax return(s) we are to prepare in connection with this engagement have more than one owner/partner/shareholder, each of owners/partner/shareholder is entitled to copies of the return and you as the Company representative acknowledge that there is no expectation of privacy from the others concerning our services in connection with our engagement, and we are at liberty to share with the other owners/partner/shareholder, without the prior consent of the other, any and all documents and other information concerning preparation of your returns. If the income tax return(s) we are to prepare in connection with this engagement are filed using the married filing jointly filing status, both spouses are deemed to be clients of the firm. Both spouses acknowledge that there are no expectations of privacy from the other concerning our services in connection with married filing jointly returns. We are at liberty to share with either of you, without prior consent of the other, documents and other information concerning the preparation of married filing jointly returns.
4. Federal law has extended the attorney-client privilege to some, but not all, communications between a client and the client’s CPA. The privilege applies only to non-criminal tax matters that are before the IRS or brought by or against the U.S. Government in a federal court. The communications must be made in connection with tax advice. Communications solely concerning the preparation of a tax return will not be privileged. In addition, your confidentiality privilege can be inadvertently waived if you discuss the contents of any privileged communication with a third party, such as a lending institution, a friend, or a business associate. We recommend that you contact an attorney before releasing any privileged information to a third party. If we are asked to disclose any privileged communication, unless we are required to disclose the communication by law, we will not provide such disclosure until you have had an opportunity to argue that the communication is privileged. You agree to pay all reasonable expenses that we incur, including legal fees, that are a result of attempts to protect any communication as privileged. In the event we are required to respond to a subpoena, court order or other legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of our engagement, you agree to compensate us, as set forth above, for the time we expend in connection with such response, and to reimburse us for all our out-of-pocket costs incurred in that regard.

Fees for our services will be at the rates in our agreement or our standard rates at the time plus computer charges and out-of-pocket expenses.

If you are not on a monthly payment arrangement with us, then payment for service is due when rendered and interim billings may be submitted as work progresses and expenses are incurred. We reserve the right to stop work on any account that is thirty days past due, in accordance with our firm’s stated collection policy. Late fees will be added to any remaining unpaid balance, thirty (30) or more days after issuance of the statement, at the rate of 1.5% per month (18% APR).

In addition, in the event our firm or any of its employees or agents is called as a witness or requested to provide any information whether oral, written or electronic in any judicial, quasi-judicial, or administrative hearing or trial regarding information or communications that you have provided to this firm, or any documents and work papers prepared by us in accordance with the terms of this agreement, you agree to pay any and all reasonable expenses including fees and costs for our time at the rates then in effect, as well as any legal or other fees that we incur as a result of such appearance or production of documents. Payment of a retainer for this work will be due within seven days of receipt of notification of us.

If payment is not made per our Agreement, we will not be responsible for extending or filing a tax return.

Fees for the firm are treated as a membership basis and each month our team is available for questions on issues or planning items.  If you choose to cancel membership in the middle of the year, the prior payments are non-refundable.

Company may auto-charge the credit card or bank account provided to the Company on the Payment Authorization Form starting on the 1st date of the term and on each month of the Term thereafter. All changes” will be added to the amount due. These fees will include: attorney fees, court costs, service fees, levy and lien fees, which may be incurred. The Customer understands that they are ultimately responsible for all services rendered. In case of default, the Customer is responsible for the cost of attorney fees, court costs, the cost of collection proceedings and waives the right to have any amounts discharged in bankruptcy. Invoices for this agreement will be issued by the 1st monthly, service invoices will be issued the 1st week of the month after the month of service, and additional invoices may be issued as need for purchases outside this agreement.

Individuals

You may be required to make quarterly estimated tax payments. If you are, we will calculate these payments based upon the information you provide to prepare the tax returns using the “safe harbor” rule. Updating recommended quarterly estimated tax payments to more closely reflect your actual current year’s income is not within the scope of your annual tax preparation engagement. If you would like us to provide this service, and agreed to by us, we may bill for you be subject to the terms of this Agreement.

Business

Your Company may be required to make quarterly estimated tax payments.  Estimated tax payments for a company are generally based on the income for the current year, the “safe harbor” rule. We will calculate these payments based upon the information you provide to us, however we have no obligation to update recommended payments after the engagement is completed.  Updating recommended quarterly estimated tax payments to more closely reflect your actual current year’s income is not within the scope of this engagement. If you ask us to, we will update your estimated tax payments, however additional charges may apply for these services and will be billed subject to the terms of this Agreement.

Tax planning services

Tax planning services are not within the scope of this engagement. However, during the period covered by this Agreement, you may ask questions, or we may, at our sole discretion, bring to your attention potential tax planning opportunities for your consideration (collectively “additional services”). Prior to proceeding with any additional services beyond those in the Engagement, we will confirm our understanding of the scope of the additional services with you. Additional services may be billed at our standard hourly rates and will be subject to the terms of this Agreement.

It is our policy to keep records related to our engagement for between two (2) and seven (7) years. However, Guardian CPA does not keep original client records, so we will return those to you at the completion of the services rendered under this engagement. When records are returned to you, it is your responsibility to retain and protect your records for possible future use, including potential examination by any government or regulatory agencies. Unless we receive written notification from you within thirty (30) days of completion of the engagement, we will either convert our files to electronic copies and then destroy the specific files within our specified time period required according to our accounting rules.

The fees paid to our Company do not include responding to Internal Revenue Service inquiries, and the client understands that the tax preparer is not responsible for Internal Revenue Service disallowance of doubtful deductions or deductions unsupported by adequate documentation or for resulting taxes, penalties, and interest. However, we are available to represent you. Our fees for such services are at our standard rates and would be covered under a separate engagement letter.

In the interest of facilitating our services to you, we may send data over the Internet, temporarily store electronic data via computer software applications hosted remotely on the Internet or utilize cloud-based storage. Your confidential electronic data may be transmitted or stored using these methods. In using these data communication and      storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations, and professional standards.

You recognize and accept that we have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us.  You consent to our use of these electronic devices and applications during this engagement.

Each party hereto agrees that any electronic signature is intended to authenticate a written signature, shall be valid, and shall have the same force and effect as a manual signature. For purposes hereof, “electronic signature” includes, but is not limited to, a scanned copy of a manual signature, an electronic copy of a manual signature affixed to a document, a signature incorporated into a document utilizing touchscreen capabilities, or a digital signature. This agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement.

Client Portals

To enhance our services to you, we will utilize a collaborative, virtual workspace in a protected, online environment.  The Client Portal permits real-time collaboration across geographic boundaries and time zones and allows the Firm and you to share data, engagement information, knowledge, and deliverables in a protected environment. To use the Client Portal, you may be required by the provider to execute a client portal agreement and agree to be bound by the terms, conditions and limitations of such agreement. You agree that we have no responsibility for the activities of the Client Portal and agree to indemnify and hold us harmless with respect to all claims arising from or related to the operation of your Client Portal.

We do not provide back-up services for any of your data or records, including information we provide to you. Portals are utilized solely as a method of transferring data and are not intended for the storage of your information; therefore, you are responsible for maintaining your own copies.

If you decide to transmit your confidential information to us in a manner other than a secure portal, you accept responsibility for any and all unauthorized access to your confidential information. If you request that we transmit confidential information to you in a manner other than a secure portal, you agree that we are not responsible for any liability including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of our sending confidential information in a manner other than a secure portal, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message.

You must download your returns, information, and other deliverables and retain your own copy immediately upon receipt. Professional standards restrict us from being the sole repository of your original data, records, or information

Third-Party Service Providers or Subcontractors

In the interest of enhancing our availability to meet your professional service needs while maintaining service quality and timeliness, we may use a third-party service provider to assist us. This may include provision of your confidential information to the third-party service provider. We require our third-party service providers to have established procedures and controls designed to protect client confidentiality and maintain data security. As the paid provider of professional services, our firm remains responsible for exercising reasonable care in providing such services, and our work product will be subjected to our firm’s customary quality control procedures.

RECORD RETENTION: It is our policy to keep records related to our engagement for between two (2) and seven (7) years. However, Guardian CPA does not keep original client records, so we will return those to you at the completion of the services rendered under this engagement. When records are returned to you, it is your responsibility to retain and protect your records for possible future use, including potential examination by any government or regulatory agencies. Unless we receive written notification from you within thirty (30) days of completion of the engagement, we will either convert our files to electronic copies and then destroy the specific files within our specified time period required according to our accounting rules.

Upon termination of our Agreement or Engagement with you, the Firm will return to Client all documents used in connection with performing the Work and any other material containing or disclosing any confidential or proprietary information of Client. Notwithstanding the above, Firm will be permitted to keep one archival copy of all work products in accordance with applicable professional standards for Certified Public Accountants.  It is our policy to retain engagement documentation for a period of seven years (five years for former clients), after which time we will commence the process of destroying the contents of our engagement files.  However, the Firm does not keep any original client records, so we will return those to you at the completion of the services rendered under our engagement. When records are returned to you, it is your responsibility to retain and protect your records for possible future use, including potential examination by any government or regulatory agencies.

You are responsible for maintaining an adequate and efficient accounting system, for safeguarding assets, for authorizing transactions, and for retaining supporting documentation for those transactions, all of which will, among other things, help assure the preparation of proper returns.  Furthermore, you are responsible for reviewing all of the information presented on your tax return for correctness.

It is your responsibility to maintain, in your records, the documentation necessary to support the data used in preparing your tax returns, including but not limited to cancelled checks, bank statements, auto, travel, entertainment, and related expenses and the required documents to support charitable contributions. If you have any questions as to the type of records required, please ask us for advice in that regard.

You are responsible for retaining your own copy of the tax returns. Returns provided to you in your client portal should be immediately saved to your own computer or files.

If we provide deliverables or other records to you via an information portal, you must download this information immediately upon receipt. Professional standards restrict us from being the sole repository of your original data, records, or information.

By your signature in your agreement with us, you understand and agree that you are responsible for the accuracy and completeness of the records, documents, explanations, and other information provided to us for purposes of this engagement. You have the final responsibility for the income tax returns and, therefore, you should review them carefully before you sign them. You agree that our firm is not responsible for a taxing authority’s disallowance of deductions or inadequately supported documentation, nor for resulting taxes, penalties, and interest.

By your signature in your agreement with us, you acknowledge that you are responsible for management decisions and functions. That responsibility includes designating a qualified individual, preferably within senior management, with suitable skills, knowledge and/or experience to be responsible and accountable for overseeing all the specific services we perform as part of this engagement, as well as evaluating the adequacy and results of the services performed. You are responsible for establishing and maintaining internal controls, including monitoring ongoing activities. Unless explicitly agreed to in writing, Guardian CPA and its representatives will not be participating in financial reporting, internal accounting control, or any internal control over financial reporting purposes, nor will we participate in any part of the filings you have with the Securities and Exchange Commission.

Company is not an employee of Customer. Company is an Independent Contractor. The Company may, at its sole discretion, use subcontractors to fulfill its obligations.  Company is not engaged in any Work for Hire and owns its inventions, concepts, designs and ideas.

INDEMNIFICATION: The Parties agree to indemnify, defend, save and hold harmless the other party from any and all claims, charges, suits, actions or damages arising out of their individual or company operations, conduct

INTELLECTUAL PROPERTY: Any Intellectual Property disclosed by a party to the other shall remain the property of the disclosing party unless expressly stated otherwise.

NON-CIRCUMVENTION: Customer Agrees not to circumvent any business relationships of Company including any employees or contractors of Company. Under no circumstances will Customer attempt to induce employees of Company to leave said employment.

If any dispute arises among the parties hereto, the parties agree to first try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its applicable rules for resolving professional accounting and related services disputes before resorting to litigation. The costs of any mediation proceeding shall be shared equally by all parties.

Executor and accountant both agree that any dispute over fees charged by the accountant to the Executor will be submitted for resolution by arbitration in accordance with the applicable rules for resolving professional accounting and related services disputes of the American Arbitration Association, except that under all circumstances the arbitrator must follow the laws of Nevada. Such arbitration shall be binding and final. IN AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT IN THE EVENT OF A DISPUTE OVER FEES CHARGED BY THE ACCOUNTANT, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION. The prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the arbitration of the dispute in an amount to be determined by the arbitrator.

• Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.
• Amendment. This Agreement may be amended in writing and as signed by Firm.
• Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
• Limitations. Client understands and acknowledges that Firm will not be providing legal or investment advice or rendering any legal or investment services as part of our Work performed under Statement of Work or Engagement Letter.
• Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party.
• Client understands that it is engaging the Firm as a whole and not any particular employee, Partner or Principal individually. When the Firm believes it to be necessary or appropriate, we will draw upon the talent and expertise of others, and you expressly agree to that staffing.
• Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of Client, by an officer of Client or other person duly authorized by Client.
• Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and when sent by certified or registered mail, with postage prepaid, to Firm’s principal location, or to Client’s principal office, as the case may be.
• Assistance. Firm shall, during and after termination of services rendered, upon reasonable notice, furnish such information and proper assistance to Client as may reasonably be required by Client in connection with work performed by Firm; provided, however, that such assistance following termination shall be furnished at our standard fees.
• Assignment. All parties acknowledge and agree that the terms and conditions of this Agreement shall be binding upon and inure to the parties’ successors and assigns, subject to applicable laws and regulations.
• Force Majeure. Neither party shall be held liable for any delays resulting from circumstances or causes beyond our reasonable control, including, without limitation fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease Control and Prevention, or any law, order or requirement of any governmental agency or authority.  However, no Force Majeure shall excuse you of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under this Agreement.
• LIMITATION OF LIABILITY – Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to business interruption, or loss of profits.Business

  Corporate bylaws, operating agreement, buy-sell and other agreements should be reviewed by you with your attorney to ensure these documents meet your goals, changes and applicable laws.  Partnerships agreements should be reviewed to ensure they address the significant changes to the partnership audit regime.  You agree to notify us of any changes that would have an impact on your tax return preparation and provide us with a copy of any changes or amendments, including but not limited to changes in shareholders and/or partners.  A change in ownership may have unanticipated tax consequences if that change is not analyzed prior to completing the transaction. You are responsible for advising us of any changes in ownership, including the death of a partner, so that it may be accurately reflected on the tax returns.

  A change in ownership also may be required to be reported on your return. You should understand the effects of any transaction involving new or existing ownership interests prior to completion, including the impact on the entity and/or other partners, and any additional elections, calculations, and reporting required. Assistance with analysis of any change in ownership transaction is not within the scope of this engagement.

  Corporations (C and S):

  • IRC §482 permits Treasury to reallocate income and expense (“transfer pricing”) if it determines taxable income of commonly-owned or commonly-controlled businesses is not “clearly reflected”, or intercompany transactions between those businesses are not conducted at arm’s length. In transfer pricing, “arm’s length” is understood to infer a price at which unrelated parties would buy or sell, assuming no compulsion to transact. Treasury Regulations require documentation of inter-company transactions and payments (including intercompany debt/interest), and failure to substantiate those transactions may result in significant understatement and accuracy-related penalties. Analysis of transfer pricing is not within the scope of this engagement. Although we may inquire as to your documentation of intercompany transactions, it is your responsibility to assess your transfer pricing and complete/maintain any necessary documentation.
  • Distributions from the S corporation to shareholders should be made according to IRS rules and regulations. This is generally on a per share, per day basis. Other factors, such as transfers or redemptions of S corporation stock, state non-residency withholding, incentive compensation plans, and shareholder notes, may affect distributions for one or several shareholders. If distributions do not comply with IRS rules, the IRS may take corrective action, including potentially revoking the entity’s S corporation election, which may result in unfavorable tax consequences, including double taxation.  As such, it is your responsibility to ensure that S shareholder distributions are made accurately under S corporation rules.
  • You are responsible for determining the appropriate salary or wage for shareholders. If the IRS determines that the corporation made distributions in lieu of an appropriate shareholder salary or wage, the IRS may reclassify the payments. As a result of the reclassification, the shareholder and the corporation may be responsible for employment taxes on the reclassified amounts in addition to penalties and interest. You agree to hold our firm harmless with respect to any liability, including but not limited to additional tax, penalties, interest and professional fees resulting from changes to corporation shareholder salaries and wages. If you are unsure if shareholders are receiving reasonable compensation, please contact our office as we can assist you in preparing a Reasonable Compensation Report. We will confirm that engagement in a separate agreement.
  • A change in ownership may have unanticipated tax consequences if that change is not analyzed prior to completing the transaction. You are responsible for advising us of any change in ownership, including the death of a shareholder, so that it may be accurately reflected on the tax returns.
  • Certain transfers of ownership may result in the termination of your S election. A change in ownership also may be required to be reported on your return. You should understand the effects of any transaction involving new or existing ownership interests prior to completion, including the impact on the entity and/or other shareholders, and any additional elections, calculations, and reporting required. Assistance with analysis of any change in ownership transaction is not within the scope of our engagement.
  • The S corporation return discloses historical and adjusted balances in the Accumulated Adjustment Account (AAA), Other Adjustments Account (OAA) and Accumulated Earnings and Profits (E&P). However, it does not disclose each shareholder’s tax basis in S corporation stock or tax/at-risk basis on loans made to the S corporation. The IRS may examine any or all of these tax attributes to determine whether a shareholder is entitled to reduce taxable income as a result of tax losses allocated from an S corporation or avoid tax on certain distributions of cash from the S corporation.
  • Properly understanding and calculating these attributes is necessary for preparation of both S corporation and shareholder tax returns. We will rely upon the historical balances disclosed on last year’s tax return.
  • You are responsible for providing any necessary documentation to support transactions between the S corporation and its shareholders, including sale/redemption of S corporation stock and loans between the S corporation and its shareholders. You are also responsible for providing any necessary documentation to support transactions between shareholders involving S corporation stock, as these may impact your S corporation tax return. Additional analysis, such as recreating historical balances or analyzing proposed shareholder transactions is not within the scope of our engagement.
  • You are responsible for retaining a copy of your corporation election and/or the IRS’s acceptance of it.
  • You are responsible for distributing a copy of the S corporation’s Schedule K-1s, including attachments, to each shareholder in a timely manner.
  • You should review your corporate buy-sell agreement and other stock agreements with your attorney to ensure these documents meet your goals for the transfer of corporate stock.

   

  Partnerships:

  • The partnership is responsible for advising us of any changes in ownership, including the death of a partner, so that it may be properly reflected on the tax return(s).
  • You should review your partnership or LLC agreement with your attorney to ensure it addresses significant changes to the partnership audit regime and provide us with any changes or amendments. These changes include but are not limited to replacement of a “tax matters partner” with a “partnership representative”, current partners being held responsible for tax liabilities of prior partners, the partnership being held responsible for remittance of additional tax, rather than individual partners being taxed, and numerous elections or opt-outs that the “partnership representative” may direct us to make.
  • You should review your partnership or LLC agreement to ensure that it meets your goals for the transfer of ownership and distribution of income. Often, partnership agreements fail to address the transfer of ownership or may require updating as circumstances change. A review of your partnership or LLC agreement or analysis of proposed transactions under any existing or draft language is not within the scope of our engagement.
  • The allocation of income and expenses should be per the terms of the partnership agreement. You are responsible for verifying the accuracy of both the allocation of income and the partnership income calculations used in preparation of the tax returns.
  • A partner or LLC member who receives a guaranteed payment is not regarded as an employee of the entity for the purpose of withholding and FICA taxes. Therefore, any additional fringe benefits a partner or LLC member receives are not subject to withholding. These fringe benefits may, however, be included in the income of the partner or LLC member.  You are responsible for informing us of the total guaranteed payments, including fringe benefits, received by each partner or LLC member.
  • The partnership return discloses partner capital accounts and partner’s share of partnership debt on Schedule K-1. However, Schedule K-1 does not disclose the partner’s share of allocable loss which may be deducted at the individual level or track partner tax/at-risk basis. Differences between a partner’s capital account and tax basis in their partnership interest may exist which also affect allocations to the partners as presented on Schedule K-1. The IRS may examine any or all of these tax attributes to determine whether a partner is allocated the proper amount of partnership items, entitled to reduce taxable income because of tax losses allocated from a partnership, or avoid tax on certain distributions of cash from the partnership.
  • Properly understanding and calculating these attributes is necessary for preparation of both partnership and partner tax returns. We will rely upon the historical balances disclosed on last year’s Schedule K-1, as well as the most recent executed partnership/operating agreement you provide to us.
  • The Treasury Department has proposed regulations under IRC §752, Treatment of Certain Liabilities, concerning transactions between partners and the partnership, on the allocation among partners of partnership level debt and disguised sales under IRC §707, Transactions Between Partner and Partnership. If you ask us to evaluate compliance with IRC §707 and/or §752, and we agree to do so, we will confirm this evaluation in a separate engagement letter.
  • You are responsible for distributing a copy of the partnership or LLC’s Schedule K-1s to each partner or member timely.

   

              The IRS considers virtual currency (e.g., Bitcoin) as property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, virtual currency are subject to the same general tax principles that apply to other property transactions.

  If you had virtual currency activity during the tax year, you may be subject to tax consequences associated with such transactions and may have additional reporting obligations. You agree to provide us with complete and accurate information regarding any transactions in, or transactions that have used, virtual currency during the applicable tax year(s).

  Business

  You are responsible for obtaining Form I-9, Employment Eligibility Verification, from each new employee at the time of employment.  In addition, Form W-4, Employee’s Withholding Allowance Certificate, and the applicable state equivalent should be retained for all employees. Failure to obtain these forms may subject an employer to penalties.  Additional state requirements related to employment records may exist.  At your request, we are available to provide written answers to your questions on required documentation at our standard rates.

  You acknowledge and confirm that you are responsible for determining the correctness of any worker classification. Payroll tax withholding and related employer payroll implications result from this determination.  We recommend consulting your attorney and obtaining a signed contract and signed Form W-9 for all independent contractors.  You should also issue a Form 1099-Misc or 1099-NEC to all unincorporated independent contractors to whom you pay $600 or more for services. At your request, we are available to provide written answers to your questions on required documentation at our standard rates.

  Your company is responsible for maintaining an adequate and efficient accounting system, for safeguarding assets, for authorizing transactions, and for retaining supporting documentation for those transactions, all of which will, among other things, help ensure the preparation of proper returns.  Furthermore, your company is responsible for reviewing all the information presented on the tax return for correctness.

  You and the Company 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.

  You should retain all the documents, canceled checks and other data that form the basis of income, deductions, and credits.  These may be necessary to prove the accuracy and completeness of the returns to a taxing authority.

  We are not responsible for the disallowance of doubtful deductions or inadequately supported documentation, nor for resulting taxes, penalties and interest.

  You have the final responsibility for the accuracy of the tax returns. We will provide you with a copy of your electronic tax returns and accompanying schedules and statements for review prior to filing with the IRS, state and local tax authorities, as applicable. You agree to review and examine them carefully for accuracy and completeness before signing the Form 8879. You will be required to verify and sign Form 8879, IRS e-file Signature Authorization, and any similar state and local equivalent authorization form before your returns can be filed electronically. In the event your return cannot be electronically filed you are responsible for signing the return(s) and mailing them to the tax authorities.

  You are responsible for retaining your own copy of the tax returns. Returns provided to you in your client portal should be immediately saved to your own computer or files.

  The tax returns we prepare are for the sole purpose of your filing with the IRS and state and local authorities. Our work is not intended to benefit or influence any third party, to obtain credit or for any other purpose.  You agree to indemnify and hold us harmless with respect to all claims arising from the use of the tax returns for any purpose other than filing with the IRS and state and local authorities regardless of the nature of the claim, including the negligence of any party, excepting claims arising from the gross negligence or intentional wrongful acts of Guardian CPA Group.  In the event of litigation between you and a third party to which we incur expenses, you agree to reimburse us for any expenses we incur including but not limited to our time to respond to a third-party subpoena.

  You understand that the tax preparer is not responsible for Internal Revenue Service disallowance of doubtful deductions or deductions unsupported by adequate documentation nor for resulting taxes, penalties, and interest.

  For tax years beginning in 2000, the IRS has provided that you and/or your Company, if applicable, may authorize the IRS to discuss the taxpayer’s tax return with the CPA who signed the taxpayer’s return as the return preparer. The authorization is granted by checking the “yes” box in the signature area of the tax return. By checking the “yes” box, you are granting the IRS permission to contact the Firm with questions that may arise during the processing of your return. You would also be granting the Firm permission to (1) provide the IRS with any information that may be missing from your return, (2) call the IRS to inquire on the processing of your return or on the status of your refund, and (3) respond to any IRS notices you have provided to the Firm relating to mathematical errors, offsets, and return preparation. Please note that the Firm will not receive separate copies of IRS notices; therefore, you must provide the Firm with copies of any notices you receive from the IRS. Once elected, the authorization cannot be revoked. The authorization is valid for one year after the due date for filing the tax return.

  Any litigation arising out of our engagement, except actions by us to enforce payment of our professional invoices, must be filed within one year from the completion of the engagement, notwithstanding any statutory provision to the contrary.  In the event of litigation brought against us, any judgment you obtain shall be limited in amount, and shall not exceed the amount of the fee charged by us, and paid by you, for the services set forth in this professional service agreement.  In addition, we will not be liable in any event for lost profits, consequential, indirect, incidental, punitive, exemplary or special damages.