Firm Terms & Policies Addendum

Firm Terms & Policies Addendum

This Firm Terms & Policies Addendum (“Addendum”) is incorporated into and made part of each engagement letter or agreement that references it (each, an “Agreement”). This Addendum is not intended to be signed separately. Capitalized terms not defined in this Addendum have the meanings given in the Agreement.

Document Priority and Conflicts

If there is any conflict between this Addendum and the engagement letter or other signed agreement referencing it, the terms of the signed engagement letter or agreement will control. If there is a conflict between general terms and a service-specific term, the service-specific term will control.

Governing Law; Venue

The Agreement and this Addendum will be governed by the laws of the State of Florida. Any action relating to the Agreement shall be brought in the applicable state or federal courts located in Florida.

Electronic Signatures; Electronic Delivery

Where signatures are required in connection with an engagement (including engagement letters, e-file authorizations, consents, and other documents), you agree that such documents may be executed and delivered electronically.

Recording and Archiving of Communications

You consent that communication with our office or associated companies may be recorded and archived, including phone calls and emails, but we make no guarantee that it is.

Client Portal and Account Security; Client Notice of Compromise

You are responsible for maintaining the security of your accounts used to exchange information with us, including user IDs, passwords, and recovery methods. You agree to take proper precautions and to notify us promptly if you know or suspect that your portal account, email account, or any account used to provide us information or receive information from us has been compromised or accessed by an unauthorized person.

Multifactor Authentication

You agree to use multifactor authentication where available for accounts used to exchange information with us, including your client portal account and email account.

Instructions and Reliance on Authenticated Accounts

We will rely upon the completeness and accuracy of the information and representations you provide to us. We may also rely on communications and instructions received through your authenticated accounts unless and until you notify us that an account has been compromised.

Workpapers; Third-Party Providers; Electronic Data

Internal workpapers or digital files generated during an engagement are proprietary, for internal control purposes, and will not be provided to management.

In accordance with IRS rules, we will not disclose your information to any other third-party for any purpose other than to prepare your return(s), maintain compliance with regulating authorities, or provide you services. IRS rules allow us to provide information to affiliates of our firm or other third-party service providers who assist us in connection with the preparation of a return (i.e., an outside processing service and/or software vendor). These affiliates or third parties perform services or functions for us pursuant to a contractual agreement that prohibits them from disclosing or using the information other than for the purposes for which the information was provided.

You acknowledge the inherent risks associated with transferring and storing data electronically, and agree to take proper precautions. You must not give our firm, or staff, access or credentials, to any system that allows assets to be transferred unilaterally or without proper internal controls; any such access to such systems must be “read only.” We cannot be held liable for any data breach or loss due to unauthorized access, hacking, or other cyber events beyond our reasonable control, including such improper disclosure.

Client-Provided Online Account Access; Read-Only Requirement; Hold Harmless

To the extent you provide our firm access or credentials to any online account, such access must be “read only” and for information purposes only; you are responsible for ensuring it does not permit transfers of funds or access to information that should not be disclosed, and you agree to hold us harmless from any expenses, damages, breaches, or disclosures arising from access that does not comply with these requirements.

Use of Artificial Intelligence and Automated Tools

We may use software, automation, and other tools to assist in providing services and maintaining compliance with regulating authorities. IRS rules allow us to provide information to affiliates of our firm or other third-party service providers who assist us in connection with the preparation of a return (i.e., an outside processing service and/or software vendor). These affiliates or third parties perform services or functions for us pursuant to a contractual agreement that prohibits them from disclosing or using the information other than for the purposes for which the information was provided.

Engagement Objective and Scope

The objective of our services is to assist you with the calculation of your tax due and provide you with forms and schedules we believe are suitable for you to file with the Internal Revenue Service (“IRS”) and applicable state and local tax authorities and sufficient to comply with your tax filing obligations. You have the final responsibility for the filing and content of your tax return(s). We will not assist you with any tax return other than those identified in the Agreement, without your written request, and our written agreement to do so.

Requests for additional services may necessitate that we amend the Agreement or issue a separate written agreement to reflect the obligations of all parties. In the absence of any other written communications from us documenting additional services, our services will be limited to and governed by the terms of the Agreement.

CPA Firm Responsibilities

It is our duty to prepare your returns based on the same standard of care that a reasonable tax return preparer would exercise in this type of engagement. Unless otherwise noted, the applicable standard of care for a “reasonable tax return preparer” shall be based upon the following pronouncements: (1) the Statements on Standards for Tax Services (“SSTS”) issued by the American Institute of Certified Public Accountants (“AICPA”); (2) U.S. Treasury Department Circular 230 (“Circular 230”); and (3) the Internal Revenue Code, Treasury Regulations, and any applicable state/local corollaries (collectively, “the Code”).

We will prepare the returns identified in the Agreement, from information that you will furnish to us with your client organizer. We will make no audit or other verification of the data you submit, although we may need to ask you for clarification of some of the information. We will provide you with questionnaires and/or worksheets to guide you in gathering the necessary information.

Our engagement does not include any procedures designed to detect errors, fraud, theft, or other wrongdoing. Therefore, our engagement cannot be relied upon to disclose such matters. Our work in connection with the preparation of your income tax returns does not include any procedures designed to discover defalcations or other irregularities, should any exist.

As tax return preparers, these pronouncements restrict our ability to sign a tax return when the tax positions you report do not comply with tax law. We will be unable to sign your return and may terminate the Agreement if you (1) request that we report a tax position on your return which we feel is contrary to published guidance, frivolous, or a willful attempt to evade tax; (2) request that we include a deduction, credit or refund on your return that we believe you do not qualify for; or (3) decline to disclose a position where in our professional judgment tax law requires disclosure.

If there are conflicting interpretations of tax law, or if tax law is unclear, we will explain the possible positions that may be taken in order for us to sign your return. We will follow the position you request, provided it is consistent with our understanding of tax reference materials and our professional standards. Tax reference materials include, but are not limited to, the Code, Revenue Rulings, Revenue Procedures, court cases, and similar state and local guidance. If the IRS, state or local tax authorities later contest the position you select, additional tax, penalties, and interest may be assessed.

Once our services have concluded, we shall have no obligation to notify you of future tax law developments affecting your return(s) except as may be required by Circular 230 or the SSTS related to errors we identify. We will not update your return after the conclusion of the engagement for any reason unless further engaged.

We will not make any management decisions or perform management functions on your behalf.

Filing Your Tax Returns

The obligation to file a tax return and/or extension is solely that of the taxpayer. Although we will make every reasonably prudent effort to assist you with this obligation, the Agreement is not intended to and does not create an agent/principal relationship. By signing the Agreement, you understand that actual and timely receipt of your filings by the appropriate tax authority is the duty and responsibility of the taxpayer and the taxpayer alone.

We electronically file only after you review the return and sign the required authorization. If a return must be paper-filed, you are responsible for signing and timely filing it. We may file an extension if needed. An extension extends the filing deadline—not the payment deadline.

Government Inquiries and Tax Examinations

This engagement does not include responding to inquiries by any governmental agency or tax authority. If you are contacted by a tax authority, either for an examination or other inquiry, you may request our assistance in responding.

Your returns may be selected for review by the taxing authorities. Any proposed adjustments by the examining agent are subject to certain rights of appeal. In the event of such government tax examination, we will be available upon request to represent you and will render additional invoices for the time and expenses incurred.

Third Party Requests

Our services are not intended to benefit or influence any third party, including any entity or investment which may seek to evaluate your creditworthiness or financial strength. We will not respond to any request from banks, mortgage brokers or others for verification of any information reported on these tax returns. Except where compelled by court order or subpoena, we do not communicate with third parties or provide them with copies of tax returns.

Confidentiality for Filers of Joint Tax Returns (When Applicable)

If the tax returns prepared in connection with this engagement are filed using the married filing jointly filing status, both spouses are deemed to be clients of the firm under the terms of the Agreement. Both spouses acknowledge that any tax return information, including supporting documents provided to us, used in the preparation of your joint return, and any communications made to us by either of you in connection with the preparation of your joint return, may ultimately be shared with either spouse, without prior consent of the other.

Divorce (When Applicable)

Because our services involve the preparation of a tax return claiming the Married Filing Jointly filing status, you are responsible for notifying us if you are in the process of filing for, have filed for, or have been granted a divorce before you sign the Agreement. If so, prior to proceeding, we will advise each of you to seek independent tax advice and will evaluate whether a conflict of interest exists which may limit our service.

If we, in our sole professional judgment, determine a conflict exists and we are able to proceed, you will both be required to sign a conflict of interest disclosure and consent before we are able to prepare your returns. If either or both spouses fail to cooperate with us or with each other or any other dispute between the parties arises, and we determine that we can no longer provide services to you, we will be unable to proceed. In the event that you elect to file separate tax returns, you will both be required to sign new, separate written agreements prior to the preparation of the returns.

Reliance on Others

If you wish to take a tax position based upon the advice of another advisor, before we are able to sign your tax return, we must comply with the applicable provisions of the Code and the SSTS.

We will review the other advisor’s work and may require a written statement from the advisor describing the statutory basis for the position and the suggested disclosure needed to appropriately report the position. If we believe additional research is required, we will discuss the matter with you and obtain your written consent to perform such research. You agree to pay for the additional charges necessary to complete the disclosure or research as this is not included in the scope of our service.

Moreover, you understand that the IRS, state or local tax authority may disagree with the position taken on the return. If this occurs, we shall not be liable for any tax, penalties, interest, related professional fees, or other expenses you may incur. If, after review of the work prepared by your other advisor, we determine that we are unable to sign the tax return, we will be unable to proceed.

Substantial Understatement Penalties (When Applicable)

The IRS and many states impose harsher accuracy-related penalties (20% for federal) for substantial understatement of tax. While the decision to disclose or not disclose is yours, if we conclude that your return contains a tax position which we believe you are required to disclose, we will ask that you consent to include a disclosure in a method approved by the IRS. If you decline to disclose the tax position, we will be unable to proceed.

Abusive Tax Strategies

Certain tax positions or strategies, while not currently identified as “abusive” by the IRS, may ultimately be determined to be so in the future. Consequently, you agree to advise us of any transaction you have entered into that entitles you to disproportionate tax benefits (deductions, credits, or refunds), that generates significant income deferral or non-recognition, or that generates significant tax losses without corresponding cash impacts (“abusive tax strategy”). If you fail to timely notify us, in writing, of any abusive tax strategy you have entered into, we shall not be liable for any tax, penalties, interest, related professional fees, or other expenses you may incur if the anticipated benefits of the strategy are not realized.

Reportable Transactions (When Applicable)

The law imposes substantial penalties on taxpayers and tax advisors for failure to disclose listed and other reportable transactions on Form 8886, Reportable Transaction Disclosure Statement and, in some cases, extends the statute of limitations tax authorities have to contest any tax return claiming those tax positions. In general, reportable transactions are potentially abusive transactions identified by the IRS that have a primary purpose of tax avoidance, including but not limited to listed transactions, confidential transactions, transactions with contractual protection, loss transactions, and transactions of interest.

If we conclude that your return contains a reportable transaction that we believe you are required to disclose, we will ask that you consent to include a disclosure, either on Form 8886 or other method approved by the IRS. If you decline to disclose the reportable transaction, we will be unable to proceed.

Client Responsibilities

If you fail to comply with the responsibilities as described in the Agreement, your actions or your inactions may result in economic or other loss to you, such as disallowance of tax deductions or credits claimed, additional tax, penalties or interest assessed against you, loss of administrative rights, or criminal punishment. You will be responsible for any loss suffered by you, including any professional fees required to defend or correct changes made to your tax returns or prepare previously unfiled or amend previously filed tax returns.

It is your responsibility to provide us with all the information required for the preparation of complete and accurate returns. You are responsible for fully and accurately completing the income tax organizer. We will rely upon the completeness and accuracy of the information and representations you provide to us. You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. Our workpapers do not satisfy your documentation responsibility.

You should retain all documents that provide evidence and support for reported income, credits, deductions, and other information on your returns, as required under applicable tax laws and regulations. You represent that you have such documentation and can produce it, if necessary, to respond to any examination or inquiry by tax authorities.

You are responsible for identifying and communicating to us all income earned and received by you from any U.S. or non-U.S. source. This includes income earned from gambling and online wagers, gig or hobby work, and activity for which you should receive a Form 1099-K (online sales) whether or not you actually receive a 1099-K.

You are responsible for ensuring that personal expenses, if any, are separated from business expenses and that expenses such as meals, travel, vehicle use, gifts, and related expenses are supported by documentation and records required by the IRS and other tax authorities.

To the extent you provide our firm with access to electronic data via a local or online database from which we will download your trial balance or other information, you agree that the data is accurate as of the date and time you make it available to be downloaded by us.

Administrative Adjustments and Compliance with BBA (When Applicable)

If you are or were a partner at any time in a partnership and receive(d) Schedule K-1 (1065), you may receive a Form 8986, Partner’s Share of Adjustments to Partnership-Related Items. Recipients of Form 8986 must report this information and any additional tax due to the IRS on Form 8978, Partner’s Additional Year Reporting Tax, within a specified timeframe.

Our services do not include assisting you with anything pertaining to Form 8986 and/or Form 8978 unless specifically identified in the Agreement. If you receive a Form 8986 prior to the filing of your tax return, you are responsible for alerting us and requesting assistance. If you do not alert us or request our assistance, we will infer that you have not received Form 8986 absent other information you provide to us.

State and Local Filing Obligations

The preparation of any state or local tax return not listed in the Agreement is not within the scope of our engagement. You are responsible for fulfilling your filing obligations with any state or local tax authorities, including but not limited to, income, franchise, sales, use, and property taxes or abandoned and unclaimed property. However, 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.

If you are unsure if you have any other filing obligation with other state or local tax authorities, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have other state or local filing obligations.

U.S. Filing Obligations Related to Foreign Investments and Activities; Foreign Filing Obligations

You are responsible for fulfilling your filing obligations related to foreign activity where required. Failure to timely file the required forms may result in substantial civil and/or criminal penalties. You agree to provide us with complete and accurate information regarding any foreign activity in which you have a direct or indirect interest, or over which you have signature authority.

If you are unsure if you have any other filing obligation related to foreign activity, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have foreign activity absent information you provide to us.

You are responsible for complying with the tax filing requirements of any non-U.S. country. You acknowledge and agree that we have no responsibility to raise these issues with you and that any foreign filing obligation is not within the scope of this engagement.

The preparation of IRS Form 3520 or Form 3520-A is not within the scope of this engagement.

Digital Assets

There are specific tax implications of investing in digital assets (e.g., virtual currencies, non-fungible tokens, virtual real estate and similar assets). The IRS considers these to be property for U.S. federal income tax purposes. If you transacted in digital assets during the tax year, you may have tax consequences and/or additional reporting obligations associated with such transactions. You are responsible for providing us with complete and accurate information, including basis, regarding any transactions in, or transactions that have used, digital assets during the applicable tax year.

Ultimate Responsibility

You are ultimately responsible for complying with any substantive or procedural tax law which applies to you, and for ensuring your tax returns and any required tax payments are timely received by the appropriate tax authority. Notwithstanding any term of the Agreement, this responsibility cannot be delegated to us.

You have final responsibility for the accuracy of your tax returns. We will provide you with a copy of your draft tax returns and accompanying schedules and statements for review. You agree to review and examine them carefully for accuracy and completeness.

Professional Fee; Suspension; Termination; Release of Work

Our fee for services will be based upon the amount of time required, the nature and scope of the services requested, plus out-of-pocket expenses, as provided in the Agreement. In accordance with our firm policies, work may be suspended in our sole discretion if we have not received adequate assurance or your account becomes overdue and will not be resumed until your account, including related parties, is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report or other services. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket expenditures through the date of termination. Unfinished tax returns and other incomplete documents will not be released to the client due to regulatory and professional standards.

Tax Advice Communications; Privilege (When Applicable)

Certain communications involving tax advice may be privileged and not subject to disclosure to the IRS. By disclosing the contents of those communications to anyone, or by turning over information about those communications to the government, you, your employees, or agents may be waiving this privilege. To protect this right to privileged communication, please consult with us or your attorney prior to disclosing any information about our tax advice. Should you decide it is appropriate for us to disclose any potentially privileged communication, you agree to provide us with written, advance authority to make that disclosure. Additionally, note that communication with our office or associated companies may be recorded and archived, but we make no guarantee that it is.

Should we receive any request for the disclosure of privileged information from any third-party, including a subpoena or IRS summons, we will notify you. In the event you direct us not to make the disclosure, you agree to hold us harmless from any expenses incurred in defending the privilege, including, by way of illustration only, our attorney's fees, court costs, outside adviser's costs, or penalties or fines imposed as a result of your asserting the privilege or your direction to us to assert the privilege.

Entire Agreement

The Agreement, including this Addendum and any other attachments incorporated therein, represents the entire agreement of the parties and supersedes all previous oral, written, or other understandings and agreements between the parties. Any modification to the terms of the Agreement must be made in writing and signed by both parties.