Tax Engagement Terms and Conditions
Last Modified: September 24, 2024
Terms & Conditions for Tax Services
In the course of delivering services relating to tax return preparation, tax advisory, and assistance in tax controversy matters, Copper Owl LLC ("Service Provider", "Us", "We", "Copper Owl") applies customary practices intended to provide these services in a cost effective manner. This document describes certain of these customary practices, as well as other standard terms, conditions, and limitations relating to our provision of tax services. Except to the extent we expressly agree in written instrument signed by our authorized representative that specifically refers to the engagement covered by this Engagement Letter, all services that we provide to any client or third party ("You", "Client", "Company", "Owner", "Stakeholder") relating to tax return preparation, tax consultation and advice, representation in any tax controversy matter, or any other federal, state, local, or foreign tax matter, are subject to the following terms, conditions, and limitations (these Terms). References to the “Engagement Letter” mean the letter or other document describing the scope of our services and the associated fee arrangement to which these Terms are attached. References to the “Code” mean the Internal Revenue Code of 1986, as amended.
In the course of delivering services relating to tax return preparation, tax advisory, and assistance in tax controversy matters, Copper Owl LLC ("Service Provider", "Us", "We", "Copper Owl") applies customary practices intended to provide these services in a cost effective manner. This document describes certain of these customary practices, as well as other standard terms, conditions, and limitations relating to our provision of tax services. Except to the extent we expressly agree in written instrument signed by our authorized representative that specifically refers to the engagement covered by this Engagement Letter, all services that we provide to any client or third party ("You", "Client", "Company", "Owner", "Stakeholder") relating to tax return preparation, tax consultation and advice, representation in any tax controversy matter, or any other federal, state, local, or foreign tax matter, are subject to the following terms, conditions, and limitations (these Terms). References to the “Engagement Letter” mean the letter or other document describing the scope of our services and the associated fee arrangement to which these Terms are attached. References to the “Code” mean the Internal Revenue Code of 1986, as amended.
Terms Regarding Income Tax Return Preparation, Indirect Tax Services and International Taxes
- Scope of Return Preparation Services
Our services in preparing your tax returns are limited to tax return preparation, and our preparation of a return should not be viewed as assurance that any particular reported position is correct. If we become aware of a return position for which we believe a penalty under the Code is likely to apply, we will bring that position to your attention. If you would like us to advise you concerning any specific matter on your tax return, please contact us to discuss expanding our scope of our services. Any Tax Advice rendered in connection with the preparation of any tax return is subject to the provisions described under “Terms Regarding Tax Advice” below. - Reliance on Information
We will rely on the financial statements or other financial information that you provide. We will not investigate or verify any facts underlying the transactions reported on your tax return. If the actual facts differ from the facts represented to or understood by us, or if there are related facts of which we are not aware, the reporting of the transactions could be materially different than that reported on the returns prepared by us. - Our and Your Respective Responsibility for Accuracy
We will exercise due professional care and judgment to include all required information in your tax returns. The Code provides that by signing your returns, you are verifying that they are true, correct and complete. Accordingly, you should review each tax return carefully before signing it, and bring any questionable items or omissions to our attention. - Jurisdictions for Returns
We will prepare tax returns for those federal, state, and local jurisdictions requested by you in writing. We will advise you if we believe, based on the information that you provide us, that a tax return should be filed in any other jurisdiction, but we will not prepare any such tax return without your approval of the expansion of our scope of services. - Level of Assurance and Return Disclosures
The Code prohibits tax preparers from signing any tax return known to report any position (i) that is not supported by “substantial authority” unless certain disclosures are made concerning the position or (ii) attributable to certain “tax shelters” that the preparer does not reasonably believe is more likely than not correct. Because of the limited scope of analysis in evaluating a reporting position, a conclusion that disclosure is not required to enable us to sign a return may not be sufficient to avoid the application of tax penalties under the Code. Except as expressly provided in the Engagement Letter, we will not review any reporting position or perform any tax research for the purpose of either (i) determining whether a position can be reported without disclosure or (ii) determining whether tax penalties may apply. If you wish to report a position without disclosure on the return, or if you are concerned about the potential application of tax penalties, please contact us to discuss expanding the scope of our services to include rendering Tax Advice intended to address your concerns. - Disclosure of Reportable Transactions
The Code and certain state laws require that you disclose on your tax return certain “reportable transactions” or “listed transactions.” These are significant financial penalties for failure to disclose these transactions, and these penalties may apply even if the transaction does not lead to an understatement of tax. Our tax return preparation services do not include any investigation to evaluate whether there are any reportable transactions that are required to be disclosed on your returns, but we will advise you if we conclude that any such disclosure is required. If you would like us to specifically review any potentially “reportable transaction” or “listed transaction,” please contact us to discuss expanding the scope of our services. - Indirect Tax Nexus and Tax Reporting
Every state in the United States with sales tax currently has economic nexus requirements for remote out-of-state sellers following the 2018 South Dakota v. Wayfair decision. Economic nexus generally requires out-of-state sellers to register and collect and remit sales tax once they meet a set level of sales or number of transactions within a state. Each state will have different requirements that will determine when a business is required to collect and remit sales tax. In some states, it is on the next transaction and in other states there is a transitional period between meeting the threshold and collection of tax. Client will take all proper steps to ensure determining indirect tax nexus and complying with reporting requirements if Service Provider plays any role in the Client's indirect taxes. - International VAT (Value-Added Tax), Duties and Import Taxes
Navigating the intricate landscape of international VAT regulations is a nuanced task, further compounded by the fact that numerous countries mandate foreign businesses to register for VAT once certain sales thresholds are attained. Furthermore, if the Client ships internationally, Client's customers may need to be charged additional duties and import taxes, while Client may be charged customs brokerage and disbursement fees for carrier services. The international commerce terms, or incoterms, will determine how the Client’s customers are charged and how its shipping carrier collects payment for duties and import taxes. Customs duty and low-value goods taxes are also requirements. It is the Client's responsibility to research and communicate where International VAT, Duties and Import Taxes are applicable to the Service Provider.
Terms Regarding Tax Advice
- Limitations on Oral or Email Communication
We may discuss with you our views regarding the tax treatment of certain items. We may also provide you with tax information in the body of an email. Any advice or information delivered orally or in the body of an email (as opposed to a memorandum delivered as an email attachment) will be based upon limited tax research and limited discussion and analysis of underlying facts. Additional research or more complete review of the facts could affect our analysis and conclusions. Because of these limitations and the related risks, it may not be appropriate to proceed with any transaction or any tax return reporting position solely on the basis of any oral or email communication. You accept all responsibility for any loss, cost, or expenses resulting from your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on oral or email communication. The limitation in this paragraph will not apply to an item of written Tax Advice that is delivered to you as a document attached to an email. - Facts and Assumptions
Our investigation to confirm or verify any facts described in any letter, memorandum, or opinion addressing the application of tax laws to a particular situation (“Tax Advice”) will be limited to the investigation described in the body of the Tax Advice, and we will rely on the assumptions and representations described in the Tax Advice. Any change in or addition to these facts, assumptions, or representations could materially and adversely affect our analysis and conclusions. If you for any reason believe that any facts, assumptions, or representations in any Tax Advice are incorrect or incomplete, you must notify us immediately to discuss the impact on our analysis and conclusions. You should not rely upon any item of Tax Advice that is based on facts, assumptions, or representations that you believe to be incorrect or incomplete. - Applicable Law
Unless expressly stated in our Tax Advice, our analysis and conclusions will relate solely to federal income tax consequences under the Code as of the date of our Tax Advice. If you would like us to address tax consequences to you under any other applicable tax law, please contact us to discuss expanding the scope of our services. - Issues Addressed
Each item of Tax Advice will be limited to advice concerning the tax issues described in the Tax Advice, and it may not consider all of the issues that may rise in connection with the transaction. Except as expressly stated in an item of Tax Advice, our advice is not an endorsement of any particular transaction structure, nor is it a recommendation that any addressee proceed with the transaction structure described in the Tax Advice. - Reportable Transactions
The Code and certain state laws require that you disclose on your tax return certain “reportable transactions” or “listed transactions.” There are significant financial penalties for failure to disclose these transactions, and these penalties may apply even if the transaction does not lead to an understatement of tax. We will not review any transaction to determine whether it is a “reportable transaction” or a “listed transaction” except as expressly provided in the Tax Advice. If you would like us to review any transaction to determine whether it is a “reportable transaction” or “listed transaction,” please contact us to discuss expanding the scope of our services. - Level of Assurance for Tax Advice; No Guarantee
Many areas of tax law are unclear, and the application of the tax law to any particular facts may be subject to more than one interpretation. Our Tax Advice will be based upon our interpretation of applicable law and regulations, and certain case ruling authority as of the date of the Tax Advice. The level of assurance for any particular item of Tax Advice will depend on the underlying facts, the clarity of applicable law, regulations, rulings, and court cases, and the extent of factual due diligence and tax research performed. The conclusions in our Tax Advice will be based on our good faith belief that they meet the level of assurance stated in the Tax Advice. Obtaining Tax Advice at a particular level of assurance may in some cases provide a defense to certain tax penalties, but you should not assume that an item of Tax Advice will offer you protection from penalties except as expressly stated in the Tax Advice.
Our analysis and conclusions will be based upon our professional judgment, will not be a guarantee of the ultimate tax consequences of the transactions described in the Tax Advice, and will not be binding on the IRS or any tax authority, or any court. If you would like greater certainty regarding the tax treatment of any particular transaction, please contact us to discuss the possibility of obtaining a ruling from the appropriate tax authority. - Reliance and Distribution
Each item of Tax Advice is rendered only for the benefit of the named company, and does not address the tax consequences or any other company that is not the company. No company other than the named company may rely on the Tax Advice. To avoid confusion regarding matters of reliance, our Tax Advice may not be delivered to any other party unless your advise the recipient of these limitations of reliance. Unless expressly provided in an item of Tax Advice, but subject to the limitation in the preceding sentence, you are free to share the Tax Advice with any third party. You may deliver a copy of any Tax Advice to the IRS or any tax authority for the purpose of demonstrating good faith and reliance on the analysis and conclusions expressed therein. You should be aware that the delivery of any item of Tax Advice to a third party may act as a waiver of any otherwise available claim of privilege. Before delivering an item of Tax Advice to a third party, we recommend that you consult with legal counsel to assess the matters relating to claims of privilege.
Terms Applicable to All Tax Services
- Scope of Services
Our services will be limited to the services specifically described in our Tax Engagement Letter ("TEL", "EL", "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. - 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. - Decisions
While we will provide 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. - 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. - 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 "Electronic Data Communication and Storage". 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.
Because email is not secure, it may not be an appropriate means for sending certain confidential or sensitive data. We recommend all files are uploaded to our client portal which is encrypted and secured. If you decide to transmit your confidential information via email, 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, - 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. - Client Portals
To enhance our services to you, we will utilize a secure client portal, a collaborative, virtual workspace in a protected, online environment. This will permit real-time collaboration across geographic boundaries and time zones and allow Service Provider and you to share data, engagement information, knowledge, and deliverables in a protected environment. In order to use our client portal, 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 the vendor of the client portal and agree to indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of the client portal. While the vendor of the client portal 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. - Engagement of Other Parties
We may engage seasonal preparers, independent contractors, or other third party personnel. By engaging us, you have authorized us to allow employees of us 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. - 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. - Possibility 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. - 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. - 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. - Record Retention and Ownership
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. - Work Product
We will deliver to you the items expressly enumerated in 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. - 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. - 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. - 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. - 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.