This Terms & Conditions document confirms our understanding of the terms and objectives of our tax and accounting services and the nature and limitations of the services we will provide. Your engagement may include accounting, bookkeeping, and/or tax services as indicated on the first page of this agreement. The selected services are provided by Marlandale, LLC and hereafter referred to as “Accountant”, “the Firm”, or “us”. You shall be referred to as the “Customer” for the terms in this agreement.
Agreements for accounting services shall be on an ongoing basis with seven days advance written notice to terminate. Engagements for preparing tax returns shall automatically terminate when return preparation is completed. We reserve the right to withdraw immediately from this engagement without completing the work at our discretion or if you fail to comply with the terms of this engagement letter. If any portion of this agreement is deemed invalid or unenforceable, the finding shall not invalidate the remainder of the terms set forth in this engagement letter. You consent to the assignment of your account and the transfer of your records in the event that the firm changes its form of ownership, consolidates, sells, and/or merges.
If payment is not received by the due date, you will be assessed interest charges of 1.5% per month on the unpaid balance. If billings are past due in excess of five days, we may stop all work until your account is current or withdraw from this engagement. You acknowledge and agree that we are not required to continue work in the event of your failure to pay on a timely basis for services rendered as required by this engagement letter. You further acknowledge and agree that in the event we stop work or withdraw from this engagement as a result of your failure to pay on a timely basis for services rendered, we shall not be liable for any damages that occur as a result of our ceasing to render services.
Due to the compressed timing of IRS regulation and tax law changes, forms approvals, and state law updates, we will extend all returns to protect you and delay the final filing to the extended tax deadlines. We will provide you with amounts due by April 1 based on the information you have provided us so that you can make payments with your extension and continue to make estimated payments throughout the year (if applicable). In order to calculate accurate payment amounts, we need you to upload all information by the following dates:
You may be subject to late filing or late payment penalties if the information submitted is incomplete. We will file extensions for any individual returns that we have been engaged to prepare by March 15.
Tax returns that are not able to be completed by October 1 will be billed as a separate engagement and will not be eligible for electronic filing.
Monthly write-up work will be processed within 30 days after all relevant records are received. Any information received more than 20 days past the due date established for processing may be subject to an additional 20% premium, which may be charged at the sole discretion of the Accountant. This premium must be paid before the late work will be processed. The accountant has no liability to perform services in any month for which payment has not been received timely. In the event of termination, the Accountant shall not be liable to perform any work of any kind after the date of termination.
We will communicate with you via email or our secured communication application. We take reasonable measures to secure your confidential information in our email and message transmissions. Emails or applications may be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party or may not be delivered to each of the parties to whom they are directed. We cannot guarantee or warrant that emails or messages from us will be properly delivered and read only by the addressee. We offer secure download processes and provide secure upload processes for your use with secure information, including tax returns, social security numbers, passwords, and other confidential documents. We specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure or communication of email transmissions or for the unauthorized use or failed delivery of emails transmitted by us in connection with the performance of our engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email or message transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of sales or anticipated profits, or disclosure or communication of confidential or proprietary information.
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 this engagement, you agree to compensate us at our hourly rates at the time the service is provided, for the time we expend in connection with such response, and to reimburse us for all of our out-of-pocket costs incurred in that regard. In the event that we are or may be obligated to pay any cost, settlement, judgment, fine, penalty, or similar award or sanction as a result of a claim, investigation, or other proceeding instituted by any third party, then to the extent that such obligation is or may be a direct or indirect result of your intentional or knowing misrepresentation or provision to us of inaccurate or incomplete information in connection with this engagement, and not any failure on our part to comply with professional standards, you agree to indemnify us, defend us, and hold us harmless as against such obligations.
In recognition of this agreement’s relative risks and benefits to both the customer and the accounting firm, the customer and the accounting firm have agreed on the fair allocation of risk between them. As such, the customer agrees, to the fullest extent permitted by law, to limit the liability of the accounting firm to the customer for any and all claims, losses, costs, and damages of any nature whatsoever so that the total aggregate liability of the accounting firm to the customer shall not exceed the accounting firm’s annual fee for services rendered under this agreement. The customer and the accounting firm intend and agree that this limitation applies to any and all liability or cause of action against the accounting firm, however alleged or arising, unless otherwise prohibited by law.
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 Texas Academy of Mediators & Arbitrators 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. customer and accountant both agree that any dispute over fees charged by the accountant to the customer will be submitted for resolution by arbitration in accordance with the applicable rules for resolving professional accounting and related services disputes of the Texas Academy of Mediators & Arbitrators except that under all circumstances the arbitrator must follow the laws of Texas. 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.
It is our policy to keep work papers related to engagements for five years. Upon the expiration of the five-year period, you understand that we will be free to destroy our work papers. It is the customer’s responsibility to maintain copies of all tax returns and information prepared and their documentation. If you should need copies of documents related to your documents that we prepared that are still in the retention period, a charge may apply for retrieving and copying these records.
You understand that beyond the specific purpose of providing other financial advice or proposing other services to me, no tax return or financial information will be disclosed to any person or for any purpose not specifically allowed by law.
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 provider has established procedures and controls designed to protect customer confidentiality and maintain data security. Our firm remains responsible for exercising reasonable care in preparing your tax returns, and your tax returns will be subjected to our firm’s normal quality control procedures.
We will not perform management functions or make management decisions for you. However, we may provide advice, research materials, and recommendations to assist your management in performing its functions and making decisions. You may request that we perform additional services not contemplated by this engagement letter. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services. Engagements for additional services may necessitate that we amend this engagement or issue a separate engagement letter to reflect the obligations of both 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 this agreement.
The engagement to be performed is conducted on the basis that the customer acknowledges and understands that the firm’s role in accounting services is the maintenance of books and records in accordance with the accounting principles generally accepted in the United States of America. The customer has the following overall responsibilities that are fundamental to our undertaking this engagement, in accordance with SSARS, to prepare your financial statements:
You agree that your management and employees are responsible for the proper recording of transactions in the records, the safekeeping of assets, and the accuracy of the accounting and financial records. In addition, we have no responsibility to identify and communicate deficiencies or material weaknesses in your internal control as part of this engagement.
We will perform the services in accordance with applicable professional standards issued by the American Institute of Certified Public Accountants. Marlandale, LLC, in its sole professional judgment, reserves the right to refuse to take any action that could be construed as making management decisions or performing management functions, including determining account codings and approving journal entries. The above bookkeeping services will be performed based on the data and information you provide to us. We will not verify or audit this information. We may not inspect canceled checks, substitute checks, or any legal equivalent of checks when we reconcile your bank account. We will not compile, audit, or review your financial statements. Our engagement does not include any procedures designed to detect errors, fraud, or theft; therefore, our engagement cannot be relied upon to disclose them. We will not be responsible for security breaches on any software that is utilized to provide services.
If portions of or the entire business are part of a sale or the business acquires a portion of or an entire business, these services may be subject to additional fees. Please make us aware of any changes to your company for sales, mergers, and acquisitions and we will provide the additional fees for these services.
To provide the most efficient services, we will login to your online banking account to obtain bank statements and information related to the bookkeeping services in this agreement. This shall be the only purpose for our login to your banking information and we will only make emergency transfers on your behalf based on your written or verbal instruction. By providing this login information to us for use, you agree to hold harmless our use of this information as it relates to the items in this agreement.
Our price for accounting services will be billed weekly. We will draft your account each week for the current week’s service. We reserve the right to revise our price based on changes in the volume and/or complexity of the services we provide. On its anniversary each year or at a designated point in the year that this engagement remains in effect, the price will automatically increase by 7%. Additionally, this price is dependent on the timely delivery, availability, quality, and completeness of the information you provide. If the information you provide is not submitted in a timely manner or is incomplete or unusable, we reserve the right to charge a premium and expenses for services required to correct the problem. If this occurs, we will contact you to discuss the matter and the anticipated delay in completing our services. All fees drafted are considered earned when drafted. All services rendered are provided on a non-refundable basis.
For tax return preparation engagements, we will prepare your federal and state (of residence and from W-2’s presented to us) income tax returns from information that you will furnish.
We will make no audit or other verification of the data you submit, although we may ask you for clarification of some of the information. In accumulating your tax information, it is important that you understand the Internal Revenue Service and the state record-keeping requirements for each state you will file in. You will furnish us with all the information required for preparing the returns. This includes, but is not limited to, providing us with the information necessary to identify (1) all states and foreign countries in which you “do business” or derive income (directly or indirectly); (2) all states and foreign countries in which employees “reside” (including employees whose foreign or out-of-state residency is temporary); and (3) the extent of business operations in each relevant state and/or country.
Taxing authorities, by regulation, require you to both maintain and retain information substantiating all items reported on your returns. Requirements for documentation are especially important for deductions of travel, entertainment, auto, and computer use. Should you have any questions about what will satisfy these requirements, we will gladly advise you. You must keep these records for a minimum of three (3) tax filing years. If you have any questions as to the type of records required, please ask us for advice in that regard. It is also your responsibility to carefully examine and approve your completed tax returns before signing and filing them with the tax authorities. We are not responsible for the disallowance of doubtful deductions or inadequately supported documentation, nor for resulting taxes, penalties, and interest.
If this is a return utilizing the married filing jointly status, both spouses agree and understand that they are waiving their rights to filing as an innocent spouse. Although the married filing jointly status may reduce the overall tax liability of the couple, it might also limit the rights of an individual spouse to be responsible for their individual liability in the case of fraud or unreported/underreported income.
We will use our professional judgment in preparing your returns. Given the magnitude of recent tax law changes including, but not limited to, modifications to certain economic tax relief provisions that were part of recent U.S. stimulus packages, as well as some new tax concepts introduced in the law, additional stated guidance from the taxing authorities and possibly from Congress in the form of technical corrections or revisions to certain income tax provisions may be forthcoming. We will use our professional judgment and expertise to assist you given the guidance as currently promulgated at the time our services are rendered. 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 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 a taxing authority should later contest the position taken, there may be an assessment of additional tax, interest, and penalties. We assume no liability for any such assessment of additional tax, penalties, or interest. 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.
Our tax preparation engagements do not include tax planning services, which may be available as a separate engagement. During the course of preparing the tax returns, we may bring to your attention certain tax saving strategies for you to consider as possible means of reducing your income taxes in subsequent tax years. However, we have no responsibility to do so and will take no action with respect to any such recommendations, as the responsibility for implementation remains with you, the taxpayer. We are responsible for preparing only the returns included in the tax preparation engagement.
Please note the Internal Revenue Service considers virtual currency (e.g., Bitcoin) and other digital assets (e.g., NFTs) as property for U.S. federal tax purposes. As such, any transactions involving cryptoassets or transactions that use or exchange virtual currencies are subject to the same general tax principles that apply to other property transactions. If you had any cryptoasset or virtual currency activity during the tax year, you may be subject to tax consequences associated with such transactions and may have additional foreign reporting obligations. You agree to provide us with complete and accurate information regarding any transactions in cryptoassets or transactions using any virtual currencies during the applicable tax year.
The law provides for a penalty to be imposed where a taxpayer makes a substantial understatement of his or her tax liability. Taxpayers 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) there was a reasonable basis for the position taken on the return and the relevant facts affecting the item’s tax treatment were adequately disclosed on the return. Because an S-corporation is an entity whose tax attributes flow through to its shareholders, the penalty for substantial understatement of tax relating to S-corporation items may be imposed on the shareholder. You agree to advise us if you wish disclosure to be made in your returns or if you desire 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 issue in your returns.
If you and/or your entity have a financial interest in, or signature authority over, any foreign accounts, you may be subject to certain filing requirements with the U.S. Department of the Treasury, in addition to the IRS. Filing requirements may also apply to taxpayers who 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). You agree to provide us with complete and accurate information regarding any foreign accounts that you and/or your entity may have had a direct or indirect interest in, or signature authority over, during the above referenced tax year. The foreign reporting requirements are very complex, so if you have any questions regarding the application of the U.S. Department of the Treasury and/or the IRS reporting requirements to your foreign interests or activities, please ask us for advice in that regard. Failure to disclose the required information to the U.S. Department of the Treasury and the IRS may result in substantial civil and/or criminal penalties. We assume no liability for penalties associated with the failure to file or untimely filing of any of these forms.
S-corporations should also be aware of the requirements for “reasonable compensation,” as indicated by the IRS. Determination of the salary amounts for the officers is the responsibility of the owners and officers of the company. We are available to assist you with the processing of the payroll as a separate engagement and upon your request.
Business owners are responsible for filing annual reports as required by the states they are registered in to maintain their legal status. You should consult the states you are registered with for their requirements and methods of filing and payments to avoid administrative dissolution of your entity structures.
Starting in 2024, the Corporate Transparency Act (“CTA”) mandates certain entities (primarily small and medium-size businesses) created in or registered to do business in the United States report information about their beneficial owners—the individuals who ultimately own or control a company—to the Financial Crimes Enforcement Network (“FinCEN”). If your individual return includes a business, you are responsible for compliance with the CTA, if applicable, and for ensuring that any required reporting of beneficial ownership information is timely filed with FinCEN as required by the CTA. As the firm is not rendering any legal services as part of our engagement, we will not be responsible for advising you regarding the legal or regulatory aspects of your compliance with the CTA, nor are we responsible for the preparation or submission of beneficial ownership information reports to FinCEN. If you have any questions regarding compliance with the CTA, including but not limited to whether an exemption may apply to your business or to ascertain whether relationships constitute beneficial ownership under CTA rules, we strongly encourage you to consult with qualified legal counsel experienced in this area.
You are responsible for filing 1099 forms for all eligible payees. Penalties may be assessed by the IRS for failure to file correct information returns. If you have any questions about who should receive a 1099 or need assistance with preparation of the forms, please let us know. You represent to us that you have prepared and filed all 1099 forms as required by the IRS and this should be indicated on your tax return.
Taxing authorities now require us to electronically file all federal and state individual income tax returns (“e-filing”). Although e-filing requires both you and our firm to complete additional steps, the same filing deadlines will apply. You must therefore ensure that you complete the additional requirements well before the due dates in order for our firm to be able to timely transmit your return. We will provide you with a copy of the income tax returns for your review prior to electronic transmission. After you have reviewed the returns, you must provide us with a signed authorization indicating that you have reviewed the return and that, to the best of your knowledge, it is correct. We cannot transmit the returns to the taxing authorities until we have the signed authorization. Therefore, if you have not provided our firm with your signed authorization by April 10, we will place your return on extension, even though it might already have been completed. In that event, you will be responsible for ensuring that any payment due with the extension is timely sent to the appropriate taxing authorities. You will also be responsible for any additional costs our firm incurs arising from the extension preparation. Finally, please note that although our firm will use our best efforts to ensure that your returns are successfully transmitted to the appropriate taxing authorities, we will not be financially responsible for electronic transmission or other errors arising after your return has been successfully submitted from our office.
Your returns, of course, are subject to review by the taxing authorities. However, just because your return is selected does not mean there is a problem. In your interest, it is advisable to contact us immediately upon receiving correspondence from any taxing agency. If you receive a notice from the IRS or state Department of Revenue proposing a change to any income tax return that we prepared, please immediately fax or mail the notice to our office for review. In order to contact the IRS on your behalf, it will be necessary for us to file for power of attorney to obtain information.
As you may know, the fees for these individual services are becoming quite expensive, sometimes more than the cost of the actual tax return. This is not through the fault of our customers or us, but rather in the nature of dealing with the “new” IRS and the state taxing authorities. We will cover the initial phone call or inquiry for any notices on tax returns that we have prepared. Please note that this does not apply to tax examinations, meetings with tax agents or collections officers, extensive phone calls, or appeals. Our contact with you under the tax notice service does not include any meetings, but would involve telephone, fax, or e-mail. If there is an error on the returns prepared from your data, our firm is not liable for the payment of the additional taxes that would have been properly due on the original returns or the interest or penalties charged by the taxing agency.
Federal law requires this consent form be provided to you. Unless authorized by law, we cannot disclose your tax return information to third parties for purposes other than those related to the preparation and filing of your tax return without your consent. If you consent to the disclosure of your tax return information, Federal law may not protect your tax return information from further use or distribution.
You are not required to complete this form. Because our ability to disclose your tax return information to another tax return preparer affects the tax return preparation service(s) that we provide to you and its (their) cost, we may decline to provide you with tax return preparation services or change the terms (including the cost) of the tax return preparation services that we provide to you if you do not sign this form. If you agree to the disclosure of your tax return information, your consent is valid for the amount of time that you specify. If you do not specify the duration of your consent, your consent is valid for one year from the date of signature.
Taxpayer hereby consents to the use by Marlandale, LLC of any and all tax return information contained in the taxpayer’s federal income tax returns (Forms 1040, 1040NR, 1040A, 1040EZ, etc. and supporting schedules) for the purpose of mailing, including electronic transmission, to the taxpayer information pertaining to:
This consent to disclose may result in your tax return information being disclosed to a tax return preparer located outside the United States, including your personally identifiable information such as your Social Security Number (“SSN”). Both the tax return preparer in the United States that will disclose your SSN and the tax return preparer located outside the United States that will receive your SSN maintain an adequate data protection safeguard (as required by the regulations under 26 U.S.C. section 7216) to protect privacy and prevent unauthorized access of tax return information. If you consent to the disclosure of your tax return information, federal agencies may not be able to enforce United States laws that protect the privacy of your tax return information against a tax return preparer located outside of the United States to whom the information is disclosed.
If you agree to allow Marlandale, LLC to disclose your tax return information, including your SSN, to CCH Incorporated, Teamwork Crew Ltd., Alphabet Inc., cPaperless, LLC, Key Strategic Advisors LLC, and Zoom Video Communications Inc. for purposes of providing assistance in the preparation of your individual income tax return, please check the box below, provide the information requested below, and sign and date your consent to the disclosure of your tax return information.
This consent will be valid for a period of five years beginning on January 1, 2024 and expires on December 31, 2029.
⚄ I (we) authorize Marlandale, LLC to disclose to CCH Incorporated, Teamwork Crew Ltd., Alphabet Inc., cPaperless, LLC, Key Strategic Advisors LLC, and Zoom Video Communications Inc., my (our) tax return information including my (our) SSN to allow these companies to assist in the preparation of my (our) individual income tax return.
If you believe your tax return information has been disclosed or used improperly in a manner unauthorized by law or without your permission, you may contact the Treasury Inspector General for Tax Administration (TIGTA) by telephone at 1-800-366-4484, or by email at email@example.com.