3. Terms Applicable to All Tax Services
3.1 Scope of Services. Our services will be limited to the services specifically described in our Engagement Letter. Services in providing Tax Advice or in preparing a tax return do not include representation in the event of an examination by the IRS or other tax authorities. If you need tax services beyond those specifically described in our Engagement Letter, these additional services would constitute either a separate engagement or an expansion of an existing engagement at an additional cost. Our agreement to provide services for one engagement does not obligate us to accept any other engagement.
3.2 Your Responsibilities. In order for us to provide effective services, you must cooperate with us and provide us with any information that we request, all on a timely basis. You must cause your employees and contractors to cooperate fully and timely with us. You must designate for us a person authorized to make or obtain all management decisions with respect to our services on a timely basis. We will rely in good faith on all information and management decisions communicated to us by you, your employees, or your contractors, and we will not be responsible for any loss or other obligation arising from our reliance. Any failure to fulfill your responsibilities will be grounds for our suspending or terminating our services.
3.3 Decisions. While we will prvide you with advice concerning tax return reporting and the tax consequences of certain transactions, you will retain all authority and responsibility for any decision based on our advice.
3.4 Independent Contractor. For all tax services that we perform, we will be an independent contractor and not your employee, agent, or partner, and we will determine the method, details and means of performing our services. We assume full and sole responsibility for the payment of all compensation and expenses for our employees and for all their applicable employee withholdings.
3.5 Confidentiality. We will maintain the confidentiality of your Confidential Information. We may disclose your Confidential Information to our employees and third party contractors as necessary to provide our services, including without limitation the disclosures authorized by paragraph 3.6. Without limiting the foregoing, we may in certain circumstances disclose your Confidential Information to software vendors for the purpose of obtaining technical support in the course of providing services to you, but it is our policy to require these vendors to maintain the confidentiality of Confidential Information disclosed to them. We may also disclose Confidential Information if required by a court or governmental agency, but we will use commercially reasonable efforts to inform you prior to disclosure. By agreeing to the Engagement Letter, you specifically authorize the disclosures described in this paragraph.
To protect your Confidential Information, you agree that you will not disclose any Confidential Information to us except as we request or as necessary for us to provide our services.
In certain circumstances, information that you disclose to us could be subject of a claim of privilege, but you must generally assert and maintain the privilege claim. You should contact your legal counsel if you have questions concerning the availability of any privilege or how and whether to assert a privilege.
We will use reasonable precautions to protect your Confidential Information, but we have no obligation to employ any measures that you do not regularly employ in protecting your Confidential Information. Except as provided in the following sentence, “Confidential Information” means (i) information contained in your internal financial and business record, (ii) information reported on your tax returns, and (iii) other information concerning you or your business that is marked “confidential” or otherwise identified as “confidential” in writing at the time of disclosure. Confidential Information does not include information (i) that is or becomes publicly available or generally known to persons in your industry without breach of our obligations under this section, or (ii) received by us after the termination of the Engagement letter.
A majority of our clients choose to communicate with us by email, and we will use email unless a client directs otherwise. Because email is not secure, it may not be an appropriate means for sending certain confidential or sensitive data. If you are concerned about the security or particular information, please contact us to discuss alternative arrangements.
3.6 Electronic Data Communication and Storage. In the interest of facilitating our services to you, we may send data over the Internet, or store electronic data via computer software applications hosted remotely on the Internet or utilize cloud-based storage. You confidential electronic data may be transmitted or stored using these methods. We may use third party service providers to store or transmit this date, such as providers of tax return preparation software. 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. We require our third party vendors to do the same.
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 or our third party vendors. You consent to our use of these electronic devices and applications and submission of confidential client information to their party service providers during this engagement.
3.7 Client Portals. To enhance our services to you, we will utilize cPaperless-SafeSend Returns, a collaborative, virtual workspace in a protected, online environment. cPaperless-SafeSend Returns permits real-time collaboration across geographic boundaries and time zones and allow Brady Martz & Associates and you to share data, engagement information, knowledge, and deliverables in a protected environment. In order to use cPaperless-SafeSend Returns, you will be required 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 cPaperless-SafeSend Returns and agree to indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of cPaperless-SafeSend Returns. While cPaperless-SafeSend Returns backs up your files to a third party server, we recommend that you also maintain your own backup files of these records.
If you decide to transmit your confidential information to use 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 a) any loss or damage of any nature, whether direct or indirect, that my 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,
3.8 Engagement of Other Parties. We are a member of the RSM Alliance. In performing any tax services, we may engage the services of RSM, seasonal preparers, independent contractors, or other third party personnel. By engaging us, you have authorized us to allow employees of Brady Martz and such other third parties access to your files, financial information and other confidential information. Our engagement of any third party does not affect our obligations to you.
3.9 Changes in Law. Subsequent changes to applicable law or regulations, or the issuance of new case or ruling authority, could materially and adversely affect the analysis and conclusions in an item of Tax Advice or a position reported on a tax return. Neither the delivery of any Tax Advice nor the preparation of a tax return is an undertaking on our part to advise you of any changes in law.
3.10 Possiblity of Litigation. If the IRS or another tax authority adopts a position contrary to any analysis or conclusions in our Tax Advise or to any position reported on a tax return, it might be necessary to pursue administrative appeals or litigation. Decision of whether and how to pursue administrative appeals or litigation may be based on considerations of cost, publicity, or other matters unrelated to the technical merits or a tax position. In some cases, taxpayers elect not to pursue appeals or litigation even though a reported position may ultimately be sustained on appeal or in litigation.
3.11 Disclaimer of Legal and Investment Advice. Our services under the Engagement Letter and these Terms do not constitute legal or investment advise. We recommend that you retain competent legal counsel and investment advisers.
3.12 Warranty and Limitation. We warrant that our services will be performed with reasonable care in a diligent and competent manner. THIS WARRANTY IS OUR ONLY WARRANTY CONCERNING OUR SERVICES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, ALL OF WHICH ARE HEREBY DISCLAIMED.
3.13 Record Retention and Ownership. We will return all of your original records and documents provided to us at the conclusion of the engagement. Your records are the primary records for your operations and comprise the backup and support for your work product. Our copies of your records and documents are not a substitute for your own records and do not mitigate your record retention obligations under any applicable laws or regulations.
3.14 Work Product. We will deliver to you the items expressly enumerated n the Engagement Letter. All our work product and files will remain our property, and we retain all copyrights and intellectual property with respect to our work product. We, in our sole discretion, may provide you with access to or copies of our files, but you will be obligated to pay all costs associated with such access or copies.
3.15 Document Production and Testimony. If we are requested or authorized by you, or if we are required by government regulation, subpoena or other legal process, to produce any documents or files, or to make our personnel available as witnesses with respect to this engagement, you will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expenses , as well as the reasonable fees and expenses of our counsel, incurred in responding to such requests.
3.16 Record Retention. Federal tax law requires us to retain either copies of tax returns we prepare or specified information relating to those returns, as well as certain other documents related to our tax services for varying time periods. Our current policy (which we may revise at any time and in our sole discretion) is to retain copies of tax returns and certain related workpapers for seven years after the return is filed, subject to casualties beyond our control. We provide our clients with a file copy of each federal income tax return for which we are a signing preparer, and we recommend that you retain this copy for at least seven years.
Although taxpayers are not required to retain their tax records for longer than our seven-year recommendation, there are situations in which tax returns older than seven years may contain information useful in future tax planning. For example, prior year returns may contain information relating to the basis of asset for gain/loss calculations, and corporations may use tax return information in calculating “earnings and profits” for corporate tax planning. We recommend that taxpayers consider maintaining separate accounting records or workpapers with this information. If you would like us to assist you in developing these separate records, please call us to discuss the scope of such a project.
It may also be advisable to retain accounting or tax records for longer than seven years for reasons unrelated to taxes. Decisions regarding document retention may involve a variety of legal considerations (e.g., statues of limitation, rules of evidence), so you may wish to consult your legal counsel to address these legal considerations.
3.17 Conflicting Engagements. If we at any time determine in our sole discretion that a conflict of interest exists that prevents us from providing our services in accordance with applicable ethical rules, we will notify you of the conflict and may withdraw from representing you to the extent that such withdrawal is required or permitted by applicable ethical rules.