These Tax Service Terms ("Tax Terms") govern your use of the Tax Services and apply in addition to the Subscription Agreement. If there is a direct conflict between these Tax Terms and the Subscription Agreement, these Tax Terms shall control. Terms used but not defined in these Tax Terms have the meanings given to them in the Subscription Agreement.
1. Tax Services
The Tax Services we provide you are as set out in your Order Form (“Tax Services”) and may include tax filing, tax consulting services, (”Tax Preparation Services”) or Research and Development Credit Services (“R&D Services”).
We will prepare your tax returns and filings based on the information you provide. Unless otherwise set forth in the applicable Order Form, the Tax Services do not include auditing, review, or any other verification or assurance of the information you provide to us.
We rely entirely on the information you provide to us. You specifically agree:
(a) to provide complete and accurate information and documents for the Tax Services,
(b) to disclose all required tax information and provide all requested financial and related information in a timely manner, and notify us of any updates to previously provided information,
(c) that we do not independently verify or investigate your information,
(d) to ensure that our team has full cooperation from your relevant personnel to fulfill the Tax Services,
(e) that your management is responsible for the accuracy and completeness of all records, documents, explanations, and other information provided,
(f) to review all tax returns carefully for accuracy and completeness before signing any authorization forms or submitting returns, as you have the final responsibility for any tax returns we prepare,
(g) that we are not responsible for a taxing authority’s disallowance of deductions or inadequately supported documentation, nor for any resulting taxes, penalties, or interest,
(h) to take full responsibility for the accuracy and completeness of information related to tax credits and compliance with applicable regulations, and understand that we are not responsible for any taxes, penalties, or interest assessed if such credits are challenged,
(i) that all expense and deduction amounts are accurate and that you have all required supporting written records,
(j) to provide written records of all items included on your tax return if you are audited by the IRS or a state tax authority,
(k) that we do not guarantee any specific tax outcome, and that the determination of any refund or credit is solely at the discretion of the IRS, and refunds are not guaranteed, and
(l) tax returns should be used only for their intended purpose and not as substitutes for financial statements.
2. Tax Services Provided as an Independent Contractor
IRS Regulation Disclosure and Consent (26 CFR §301.7216-3)
We may fulfill our obligations under this Agreement, in whole or in part, through the use of third party tax service providers or R&D tax service providers, including their affiliates (each referred to as a “Tax Service Provider”). Some of these service providers or affiliates may be located outside the United States. Additionally, our own affiliates, some of which may also operate outside the United States, may assist in delivering the Tax Services. In such event, Function remains fully responsible for any nonperformance of the Tax Services Agreement, including by acts or omissions of the applicable Tax Service Providers.
By submitting the Order Form for Tax Services, you agree specifically to the following:
- our disclosure of your information required for the tax services (the “required tax information”) to Tax Service Providers and our and their affiliates. Required tax information may include but is not limited to financial and business data, entity and ownership details, complete tax returns, and other tax-related information communicated through our systems,
- the disclosure and use of the required tax information by us, our affiliates and Tax Service Providers, and our and their subcontractors to provide the Tax Services.
- our disclosure and use of the required tax information outside the United States to our affiliates, Tax Service Providers, and subcontractors to perform the tax services,
- the disclosure of your complete tax returns and related information to us through our systems to facilitate the preparation and completion of your returns,
- the use of your complete tax returns, required tax information, and related data on our systems by us and our affiliates to improve our services and processes, and fulfill legal requirements, and
- the disclosure of required tax information in response to subpoenas or legal requests, including state or grand jury subpoenas, with notice provided to you to the extent permitted by law.
If you wish to limit our disclosure of your complete tax returns to our affiliates, subcontractors, or Tax Service Providers, please notify us directly.
We provide the Tax Services on a subscription basis in the manner set forth in your Order Form. Your consent to the Tax Terms applies to the initial subscription period and any subsequent renewal periods. Your consent remains valid for the use of your information for service improvement purposes as long as we have a legitimate business purpose for using the information. Additionally, your consent remains valid for other uses or disclosures until the applicable statute of limitations has expired.
We will maintain written agreements with all applicable Tax Service Providers to ensure they uphold confidentiality obligations comparable to those outlined in these Tax Terms.
3. Types of Tax Services
3.1 Tax Preparation Services
If you subscribe to our tax preparation Services in your Order Form, we will perform the following services ("Tax Preparation Services"):
- Prepare federal, state, and local income tax returns with all supporting schedules based on financial statements you provide, which must accurately reflect the Company’s financial activity. This will include your U.S. federal business income tax return and U.S. state business income tax returns.
- Any additional tax returns or filings not specified in the Order Form must be requested in writing by you and explicitly agreed to by us in writing and will be subject to additional fees. Such filings will then become subject to the terms of these Tax Terms.
Unless stated in your Order Form, our engagement does not include preparing any returns other than income tax returns (e.g., sales or use tax returns). Our services also do not include determining the Company’s filing requirements or nexus in specific jurisdictions. We may be able to assist with these filings upon written request and agreement, which will amend the Order Form to reflect this addition. Note that failure to comply with tax filing requirements may result in substantial governmental penalties and personal liability.
It remains your sole responsibility to determine which filings and the requisite jurisdictions that require Tax Preparation Services. This includes any potential liabilities and additional costs resulting from choosing not to prepare or file recommended tax returns, forms, or schedules. You must inform us of any new or expanded business activities, such as acquiring property, hiring employees, or engaging contractors in new states or countries, that could trigger additional filing requirements. You are also responsible for disclosing interests in partnerships, LLCs, trusts, or other pass-through entities that may require additional filings.
We do not file Commerce Department reports or surveys for you.
Foreign Filing Requirements
U.S. citizens, residents, and certain nonresidents with financial interests in or authority over foreign accounts exceeding $10,000 during the year must file additional forms. Filing requirements may also apply to individuals with direct or indirect control over entities with foreign accounts. If applicable, we can assist with these filings. However, it is your responsibility to identify such obligations and request our assistance in writing. Failure to comply with foreign filing requirements may result in significant penalties.
3.2 R&D Services
If you purchase R&D Services through your Order Form, we will:
- guide you in identifying and determining eligible expenses for the R&D tax credit under U.S. federal tax regulations,
- calculate your qualifying R&D expenses and provide you with the results, and
- prepare supporting documentation for IRS forms (e.g., Forms 6765 and 8974), including but not limited to research time and R&D payroll expenses.
You are responsible for maintaining accurate records of financial, personnel, and R&D activities. There is no guarantee that tax authorities will accept your R&D activities or expenses as qualifying expenditures, and your returns may be audited. Proposed adjustments are subject to appeal.
4. Fees
4.1 Tax Services
Our fees for the services provided are in the Tax Services Order Form.
Additional fees will apply for any additional state income tax returns, foreign shareholder filings (greater than 25% ownership), foreign financial account filings, or changes in accounting methods. If any of these additional filings are required, you must notify us in writing.
The Tax Preparation Services fees do not include verification of amounts or values related to crypto assets or transactions you provide for tax returns.
You authorize us to pay taxes owed by you (as a result of the Tax Services) on your behalf using the payment method you designate. If the tax amount exceeds a certain threshold, we may seek additional authorization from you before proceeding with payment.
4.2 R&D Credit Services
An initial payment is required for R&D Credit Services as outlined in the Order Form. This payment is generally non-refundable, except in the following circumstances:
- if it is determined you are not eligible to claim any R&D tax credits, you will receive a full refund of your initial payment, or
- if the calculated R&D tax credits are less than your initial payment, you will receive a partial refund equal to the difference between your initial payment and the amount of tax credits for which you are eligible.
There is no guarantee that the taxing authorities will accept your R&D activities or expenditures as qualifying for tax credits.
5. Our Retention of Your Records
Your original records will be returned to you at the end of the period for your Tax Services. We, or any Service Providers we engage, will retain copies of the records you supply to us, along with work papers related to your engagement, for a period of seven (7) years from the due date of the applicable tax return, including extensions. Should you require copies of any materials during this period, please notify us. After seven years, these records will be securely destroyed under our standard document retention policies.
6. Termination and Liability
You may terminate the Tax Services at any time by providing written notice. We also reserve the right to terminate the Tax Services with written notice. Should we terminate the Tax Services, we will provide a full refund of any unused prepaid fees for services that have not yet been rendered.
OUR (INCLUDING OUR AFFILIATES') AND EACH TAX SERVICE PROVIDER’S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE TOTAL FEES PAID FOR THE NONCONFORMING SERVICES OR WORK PRODUCT. WE (INCLUDING OUR AFFILIATES) AND THE SERVICE PROVIDERS ARE NOT LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES RELATED TO LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS. THESE LIMITATIONS APPLY EVEN IF WE (OR OUR AFFILIATES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT ESTABLISHES OUR ENTIRE LIABILITY REGARDING THE TAX PREPARATION SERVICES AND R&D CREDIT SERVICES.
In addition to Section 13 of the Subscription Agreement, you agree to indemnify and hold harmless us, our affiliates, subcontractors, Tax Service Providers, and their respective officers, employees, and agents against liabilities, damages, costs, and expenses (including reasonable attorney’s fees) arising from penalties or interest resulting from your failure to provide accurate or timely information and third party claims or legal actions related to the Tax Services provided by us.
7. Confidentiality
Confidentiality provisions are governed by the terms outlined in Section 10 of the Subscription Agreement, with the following modifications:
- "Confidential Information" includes "tax return information" as defined in Treasury Regulation § 301.7216-1(b)(3), as well as other non-public information that is marked confidential or would reasonably be understood as confidential under the circumstances.
- The section on IRS Regulation 26 C.F.R. § 301.7216-3 (Consent to Disclosure and Use) supersedes any conflicting terms regarding the sharing of Confidential Information.
8. Tax Year
To ensure operational efficiency, tax services provided on a tax-year subscription basis are aligned to your tax year. If the start date of your subscription differs from your most recent tax year start date, you authorize us to adjust your subscription’s start date to align with your tax year, along with corresponding billing adjustments.
