Terms of Service

Information You Will Furnish; Filing Deadlines

You are confirming that you will provide us with all information required to perform the services and prepare the returns. This includes, but is not limited to, information needed to identify (1) all states and foreign countries in which you reside (even on a temporary basis), do business, or derive income (directly or indirectly); (2) all states and foreign countries in which any entity has employees (including on a temporary basis); and (3) the extent of business operations in each relevant jurisdiction. We will not audit or verify the data you submit except as part of an engaged attest service, although we may ask you to clarify it or furnish additional information. For individual filers with foreign activity, this includes foreign bank-account details, foreign earned income and expenses, and residency dates. You should retain all documents, books, and records that form the basis of your income and deductions.

To ensure timely filing or completion, we must receive all information needed to perform the engaged services timely. If information is not received timely, we cannot guarantee the services will be completed before the applicable deadline, and where applicable we will assume you want us to prepare an extension of time to file. An extension extends the time to file but not the time to pay; any tax estimated to be due must be paid with the extension request. We assume no liability for late-filing or late-payment penalties.

Reliance on Your Books and Records

For the limited purpose of performing the services identified on the Schedule of Services to be Rendered, you will provide us with your books and records, which may include QuickBooks files, bank statements, and supporting workpapers. In engaging our Firm, you understand that—except with respect to audit, review, or other attest services specifically engaged—we are not responsible for the accuracy and completeness of your books and records, and we will not advise you regarding the proper recording or appropriateness of the underlying transactions outside the scope of the engaged services. Our work in connection with tax return preparation, write-up/compilation, and advisory services does not include any procedures designed to discover fraud, defalcations, or other irregularities, should any exist. Where an audit, review, or other attest service is specifically engaged on the Schedule, that service will be performed in accordance with the applicable professional standards governing that engagement type. We will render such accounting and bookkeeping assistance as we find necessary for performing the engaged services or as you separately request.

Digital Assets

The Internal Revenue Service considers digital assets, including, but not limited to, virtual currency (e.g., Bitcoin) and non-fungible tokens (NFTs) as property for U.S. federal tax purposes. Transactions involving digital assets are subject to the same general tax principles that apply to other property transactions and may trigger foreign reporting obligations. You agree to provide us with complete and accurate information regarding any digital-asset activity. Please ask us for advice if you have any questions.

Travel, Entertainment, Gifts, and Related Records

In engaging our Firm, you are confirming to us that, unless we are otherwise advised, your travel, entertainment, gifts, and related expenses are supported by the 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.

Tangible Property Regulations

The IRS and U.S. Treasury have 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 annual elections, and while certain safe harbors and elections are implemented through filing statements or treatment of an item on a timely filed federal 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 TPRs, our Firm may need additional time to analyze your current and prior acquisitions and improvements to properly complete Form 3115. By engaging our Firm, 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).

Sales Tax, Economic Nexus, and Remote Workers

The Supreme Court ruling in South Dakota v. Wayfair, Inc. ("Wayfair") significantly impacted businesses engaged in out-of-state sales. Wayfair allows states to assert "sufficient contact" based on economic presence ("economic nexus"), not just physical presence. Because our engagement is limited to the services specified on the Schedule, our Firm is not rendering services designed to assess your sales- and use-tax risks or potential exposure to economic nexus unless such services are specifically engaged. By engaging our Firm, you acknowledge that you are responsible for complying with the collection and remittance rules in the various states in which you do business.

Similarly, if any business filing under this engagement has employees or contractors working remotely in another locality, state, or foreign country—even on a temporary basis—the business may be viewed as having "nexus" in that location for franchise, income, sales/use, payroll, or other tax purposes. You are responsible for tracking those locations and determining the compliance requirements in each. If you would like our assistance in assessing sales/use tax exposure or multi-state nexus, please let us know; any such services would be covered under a separate engagement letter.

Substantial Understatement Penalty

The law provides for a penalty where a taxpayer makes a substantial understatement of tax liability. For individual taxpayers, a substantial understatement exists when the understatement for the year exceeds the greater of 10% of the tax required to be shown on the return or $5,000. The penalty is 20% of the underpayment. Taxpayers other than "tax shelters" may seek to avoid all or part of the penalty by showing (1) they acted in good faith and there was reasonable cause for the understatement, (2) the understatement was based on substantial authority, or (3) the relevant facts affecting the item's tax treatment were adequately disclosed on the return. 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.

Professional Judgment

We will use our professional judgment and expertise in performing the engaged services, given the guidance in effect at the time our services are rendered. Subsequent changes in law, regulatory rulings, or interpretations by applicable taxing 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 or accounting standard is unclear or that authorities interpret the law in conflicting ways, we will share our understanding of the possible positions that may be taken. 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 or regulator later contests the position taken, there may be an assessment of additional tax, interest, and penalties. We assume no liability for any such assessment. If, however, you ask us to take a position that in our professional judgment will not meet the applicable laws and standards, 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.

Foreign Account Reporting (FBAR / Form 8938)

Any person subject to the jurisdiction of the United States (including individuals, corporations, partnerships, trusts, and estates) having a financial interest in, or signature or other authority over, bank accounts, securities, or other financial accounts in a foreign country with an aggregate value exceeding $10,000 at any time during the calendar year must report that relationship. 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 itself has no foreign accounts. For example, a corporate-owned foreign account requires filings by the corporation and by individual corporate officers with signature authority. Failure to disclose required information to the U.S. Department of the Treasury may result in substantial civil and/or criminal penalties.

If you and/or your entity have a financial interest in, or signature authority over, any foreign accounts, you are responsible for providing our Firm with all information necessary to prepare the Report of Foreign Bank and Financial Accounts (FBAR) by its due date of April 15, with an automatic extension available through October 15. You must provide the information in time for us to request any such extension on your behalf. We assume no liability for penalties associated with the failure to file, or the untimely filing of, these forms.

Partnership Audit Rules (If Applicable)

To ensure our Firm has the required documentation to support any partnership or multi-member LLC's decision on how to apply the IRS centralized partnership audit rules (the "BBA regime") to the returns under this engagement, you agree to provide our Firm with (1) the name of the designated "partnership representative" and (2) your decision with respect to "opting out" of the partnership audit rules if the entity is an eligible small partnership (generally, 100 or fewer eligible partners). The Partnership Audit Rules Addendum included with your engagement letter, if applicable, must be completed and returned with your engagement letter. All individual partners and members are responsible for submitting their K-1 and, if applicable, K-3 to their own tax preparers for inclusion with their individual returns.

Legal, Regulatory, and Employment Matters

You are responsible for compliance with all laws and regulations applicable to your activities. As our Firm is not rendering legal services under this engagement, you understand and agree that the Firm has no responsibility to address or advise on any legal, regulatory, or employment-related matters, including, but not limited to, determining employee versus independent-contractor classification. If you have any questions regarding such issues, we strongly encourage you to consult with legal counsel experienced in those matters.

Client Responsibility and Review of Deliverables

In engaging our Firm, 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 returns and other deliverables produced under this engagement and must review them carefully before signing the e-file authorization forms or signing and submitting the returns directly to the appropriate taxing authorities, and before relying on any other deliverable. You agree that our Firm is not responsible for a taxing authority's disallowance of deductions or inadequately supported documentation, or for the resulting taxes, penalties, or interest.

Electronic Filing

Where tax return preparation is included on the Schedule, we will electronically file the returns unless you notify us in writing that you wish to opt out. We will provide you with a copy of each return for your review. After reviewing the returns, you must provide us with a signed authorization confirming that you have reviewed them and that, to the best of your knowledge, you believe they are correct. We cannot transmit the returns to the taxing authorities until we have the signed authorization. If we do not receive your authorization in time, we will place your returns on extension, and you will be responsible for ensuring that any payment due with the extension is timely submitted and for any additional costs our Firm incurs. Our Firm will use its best efforts to ensure that your returns are successfully transmitted; however, we will not be financially responsible for issues that arise after your returns have been successfully submitted from our office.

Electronic Federal Payments and Refunds

On March 25, 2025, President Trump signed Executive Order 14247, "Modernizing Payments to and from America's Bank Account," which phases out paper-check refunds issued by the U.S. Department of the Treasury and requires all tax payments to the federal government to be made electronically. The IRS is expected to issue additional guidance regarding the application of this Executive Order. Please let us know if you have any questions regarding how this transition may affect your situation.

Professional Fees

Our fees for this engagement are billed monthly and based on our standard hourly billing rates. Steven Alpinieri's rate starts at $375 per hour; staff rates range from $125 to $250 per hour, plus out-of-pocket costs. We will provide a fee range upon request and review of the current year's information. Our fees should be relatively similar to your prior CPA's, taking into consideration any changes in the scope of work.

Our Firm will provide the Client 30 days' notice of any rate change if the increase is greater than 10% over the prior year's rate. Fees may change from time to time, usually at the calendar year. This engagement letter will apply to future-year services unless terminated by either party via email to the other party, or unless a subsequent engagement letter is prepared. It is our Firm's policy to require payment information on file before the start of services; staff will not debit the account on file until services are rendered (or on the schedule separately authorized in your engagement letter).

It is our practice for the engagement partner to have primary responsibility for each client and to review each invoice before it is sent to confirm it is accurate and reflects good value for the services provided. We nevertheless encourage you to review each invoice and to contact us within fifteen (15) days of its receipt with any questions. Any objections will be waived if you do not bring them to our attention within fifteen (15) days of the invoice date. If payment is not received within 30 days of the invoice date, all work may be suspended until your account is brought current.

Any invoice unpaid after a full calendar month from the date mailed will accrue a late charge of 1.5% (one-and-one-half percent) per whole month outstanding (or the maximum legal rate, if less) on outstanding fees, beginning on the date the invoice was mailed. Please refer to the payment options in the Payment Options and Authorization Section of your engagement letter.

Our fee does not include responding to inquiries or examinations by taxing authorities. We are, however, available to represent you. Our fees for such services are at our standard rates and would be covered under a separate fee and/or engagement letter. Should your tax returns be subject to audit or inquiry by any government agency, including further follow-up work after completion of the e-filing process, we will assist with the audit or additional work at our then-current standard hourly rates.

In the event you need assistance processing your tax payments, we can assist you with this at our standard hourly rates, subject to a $150 minimum.

In the event you request we file an extension, we will charge an $180 fee per extension. If a projection of your balance due is needed, it will be based on our standard hourly rates.

California has enacted an optional pass thru entity tax. Electing this requires substantial planning, and should you wish to participate our time will be billed at our standard hourly rates, subject to a minimum additional fee of $500.

In the event our Firm or any of its employees or agents is called as a witness or deposition in any judicial, quasi-judicial, or administrative hearing or trial regarding information or communications that you have provided to this Firm, or any documents or workpapers prepared by the Firm, you agree to pay our Firm 1.5 times our then-current standard hourly rates for all time incurred, plus all out-of-pocket expenses, including legal fees. You agree to promptly notify us of any such request.

Client acknowledges and agrees that we are not required to continue work in the event of Client's failure to pay on a timely basis for services rendered. Client further acknowledges and agrees that in the event we stop work or withdraw from this engagement as a result of Client's 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.

Finally, our firm offers a voluntary subscription or hourly based services as detailed in Appendix A of your engagement letter. We recommend signing up for a plan, but in the event you choose not to, we can provide these services based on our standard hourly rates.

Attorney–Client Privilege / Confidentiality Privilege

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, and only to communications made in connection with tax advice. Communications solely concerning the preparation of a tax return are not privileged.

The confidentiality privilege can be inadvertently waived if the contents of any privileged communication are discussed with a third party, such as a lending institution, friend, or business associate. We recommend that you contact us before releasing any privileged information to a third party. For corporate or LLC clients, if a communication is made in the presence of an employee or member who is not authorized to act or speak for the entity in relation to the communication's subject matter, the communication will be deemed to be made in the presence of a third party and any privilege will be waived.

If we are asked to disclose any privileged communication—unless we are required to do so 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 any and all reasonable expenses we incur, including legal fees, as a result of attempts to protect any communication as privileged.

Reliance on Representations

Because of the importance of your oral and written representations to the effective performance of our services, Client releases and indemnifies the Firm and its personnel from any and all claims, liabilities, costs, and expenses attributable to any misrepresentation by you or your representatives.

Email Communications

As part of this engagement, we may communicate with you and others by email. We take reasonable steps to protect confidential information, but email is not completely secure. Messages may be intercepted, accessed, misdirected, delayed, or not delivered. We therefore cannot guarantee that an email will reach or be read only by its intended recipient. To the extent permitted by law, we are not responsible for losses or damages resulting from the interception, unauthorized access, disclosure, misuse, or failed delivery of emails sent in connection with this engagement, including direct, indirect, incidental, special, or consequential damages, lost profits, and the disclosure of confidential or proprietary information.

Third-Party Service Providers

Depending on the circumstances and nature of the services we are providing, we may share your confidential information with third-party service providers, some of whom may be cloud-based. We remain committed to maintaining the confidentiality and security of your information. We maintain internal policies, procedures, and safeguards to protect the confidentiality of your personal information and will secure confidentiality terms with all service providers and take reasonable precautions to determine that they have appropriate procedures to prevent the unauthorized release of your information. If we are unable to secure appropriate confidentiality terms with a third-party service provider, we will ask for your consent before sharing your information with that provider. Although we will use our best efforts to make the sharing of your information secure from unauthorized access, no completely secure system for electronic data transfer exists. In engaging our Firm, you understand that the Firm makes no warranty, express or implied, on the security of electronic data transfers.

Use of Generative AI

Our Firm may use generative AI tools to support research, document drafting, data analysis, and other processes in connection with the services rendered under this agreement. Generative AI is not a substitute for the expertise and judgment of our accounting professionals. We maintain policies and procedures to ensure that AI-generated content is subject to our Firm's quality-control guidelines, including protocols for applying professional expertise, judgment, and human oversight in the review and interpretation of such content. We also maintain reasonable safeguards to ensure responsible use of generative AI, including adherence to the requirements for confidentiality, privacy, security, and ethical use in accordance with applicable laws and our professional standards.

Cybersecurity

Given the growing frequency and sophistication of cyber threats, our Firm strongly recommends that Client implement and maintain appropriate safeguards for its systems, data, and electronic communications to protect against unauthorized access, fraud, and other cyber-related risks.

Records Retention

It is our policy to keep records related to this engagement for seven (7) years. However, Steven Alpinieri, CPA, An Accountancy Corporation does not retain any 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 (including any work product we provide to you) for possible future use, including potential examination by any government or regulatory agencies. The Firm does not accept responsibility for hosting Client information; therefore, you have the sole responsibility for ensuring you retain and maintain in your possession all your financial and non-financial information, data, and records.

By engaging our Firm, you acknowledge and agree that upon the expiration of the seven-year period, Steven Alpinieri, CPA shall be free to destroy records related to each engagement.

Dispute Resolution

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.

Client and Firm both agree that any dispute over fees charged by the Firm to the Client 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 California. 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.