Terms and Conditions of Digital Tax Group, PLLC
Overview
This document describes our standard terms and conditions (“Terms and Conditions”)
related to our provision of services to you. This document, and the accompanying
engagement letter, comprise your agreement with us (“Agreement”). If there is any
inconsistency between the engagement letter and our Terms and Conditions, the
engagement letter will prevail to the extent of the inconsistency.
For the purposes of our Terms and Conditions, any reference to “firm,” “we,” “us,” or “our”
is a reference to Digital Tax Group, and any reference to “you,” or “your” is a reference to
the party or parties that have engaged us to provide services. References to “Agreement”
mean the engagement letter or other written document describing the scope of services,
any other attachments incorporated therein, and our
Terms and Conditions.
Billing and Payment Terms
We will bill you for our professional fees and out-of-pocket costs monthly. Payment is due
upon receipt of the date on the billing statement.
We reserve the right to suspend or terminate our work for non-payment of fees.
Electronic Data Communication and Storage
In the interest of facilitating our services to you, we may send data over the Internet, store
electronic data via computer software applications hosted remotely on the Internet, or
utilize cloud-based storage. Your confidential electronic data may be transmitted or stored
using these methods. 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.
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. You consent to our use of these electronic devices and
applications during this engagement.
Third-party service providers or Subcontractors
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 may include the provision of your confidential information to the third-party
service provider. We require our third-party service providers to have established
procedures and controls designed to protect client confidentiality and maintain data
security. As the paid provider of professional services, our firm remains responsible for
exercising reasonable care in providing such services, and our work product will be
subjected to our firm’s customary quality control procedures.
By accepting the terms and conditions of our engagement, you are providing your consent
and authorization to disclose your confidential information to a third-party service provider,
if such disclosure is necessary to deliver professional services or provide support services
to our firm.
Independent Contractor
When providing services to you, we will be functioning as an independent contractor and
in no event will we or any of our employees be an officer of you, nor will our relationship
be that of joint venturers, partners, employer and employee, principal and agent, or any
similar relationship giving rise to a fiduciary duty to you.
Records Management
Record Retention and Ownership
We will return all of your original records and documents provided to us by 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.
Work papers and other documents created by us are our property and will remain in our
control. Copies are not to be distributed without your written request and our prior written
consent. Our workpapers will be maintained by us in accordance with our firm’s record
retention policy and any applicable legal and regulatory requirements. A copy of our
record retention policy is available upon request.
Our firm destroys work paper files after a period of 7 years. Catastrophic events or physical
deterioration may result in damage to or destruction of our firm’s records, causing the
records to be unavailable before the expiration of the retention period as stated in our
record retention policy.
Working Paper Access Requests by Regulators and Others
State, federal, and foreign regulators may request access to or copies of certain
work papers and tax returns pursuant to applicable legal or regulatory requirements.
Requests also may arise with respect to peer review, an ethics investigation, the sale of
your organization, or the sale of our accounting practice. If requested, access to such
workpapers and tax returns will be provided under the supervision of firm personnel.
Regulators may request copies of selected work papers and tax returns to distribute the
copies or information contained therein to others, including other governmental agencies.
If we receive a request for copies of selected work papers and tax returns, provided that
we are not prohibited from doing so by applicable laws or regulations, we agree to inform
you of such request as soon as practicable. You may, within the time permitted for our
firm to respond to any request, initiate such legal action as you deem appropriate, at your
sole expense, to attempt to limit the disclosure of information. If you take no action within
the time permitted for us to respond, or if your action does not result in a judicial order
protecting us from supplying requested information, we may construe your inaction or
failure as consent to comply with the request
If we are not a party to the proceeding in which the information is sought, you agree to
reimburse us for our professional time and expenses, as well as the fees and expenses
of our legal counsel, incurred in responding to such requests
Summons or Subpoenas
All information you provide to us in connection with this engagement will be maintained
by us on a strictly confidential basis.
If we receive a summons or subpoena which our legal counsel determines requires us to
produce documents from this engagement or testify about this engagement, provided that
we are not prohibited from doing so by applicable laws or regulations, we agree to inform
you of such summons or subpoena as soon as practicable. You may, within the time
permitted for our firm to respond to any request, initiate such legal action as you deem
appropriate, at your sole expense, to attempt to limit discovery. If you take no action within
the time permitted for us to respond, or if your action does not result in a judicial order
protecting us from supplying requested information, we may construe your inaction or
failure as consent to comply with the request.
If we are not a party to the proceeding in which the information is sought, you agree to
reimburse us for our professional time and expenses, as well as the fees and expenses
of our legal counsel, incurred in responding to such requests.
Newsletters and Similar Communications
We may send newsletters, emails, or videos with explanations of technical developments
or similar communications to you. These communications are of a general nature and
should not be construed as professional advice. We may not send all such
communications to you. These communications do not, by themselves, constitute a client
relationship with you, nor do they constitute advice or an undertaking on our part to
monitor issues for you.
Disclaimer of Legal and Investment Advice
Our services under this Agreement do not constitute legal or investment advice unless
specifically engaged to provide investment advice in the Engagement Objective and
Scope section of this Agreement. We recommend that you retain legal counsel and
investment advisors to provide such advice.
Referrals
In the course of providing services to you, you may request referrals to attorneys, brokers,
investment advisors, or other professionals. We may identify a professional or
professional for your consideration. However, you are responsible for evaluating,
selecting, and retaining any professional and determining if the professional can meet
your needs. You agree that we will not oversee the activities of and have no responsibility
for the work product of any professional to whom we refer you or that you separately
retain. Further, we are not responsible for any services we perform that fail to meet the
intended outcomes as a result of relying on work completed by other professionals you
may retain.
Brokerage or Investment Advisory Statements
If you provide our firm with copies of brokerage (or investment advisory) statements
and/or read-only access to your accounts, we will use the information solely for the
purpose described in the
Engagement Objective and Scope section of the engagement
letter. We will rely on the accuracy of the information provided in the statements and will
not undertake any action to verify this information. We will not monitor transactions
or investment activity, provide investment advice, or supervise the actions of the entity or
individuals entering into transactions or investment activities on your behalf. We
recommend that you receive and carefully review all statements upon receipt and direct
any questions regarding account activity to your banker, broker, or investment advisor.
Federally Authorized Practitioner – Client Privilege
Internal Revenue Code §7525, Confidentiality Privileges Related to Taxpayer
Communication provides a limited confidentiality privilege applying to tax advice
embodied in taxpayer communications with federally authorized tax practitioners in
certain limited situations.
This privilege is limited in several important respects. For example, the privilege may not
apply to your records, state tax issues, state tax proceedings, private civil litigation
proceedings, or criminal proceedings.
While we will cooperate with you with respect to the privilege, asserting the privilege is
your responsibility. Inadvertent disclosure of otherwise privileged information may result
in a waiver of the privilege. Please contact us immediately if you have any questions or
need further information about this federally authorized practitioner-client privilege.
Limitations on Oral and Email Communications
We may discuss with you our views regarding the treatment of certain items or decisions
you may encounter. We may also provide you with information in an email. Any advice or
information delivered orally or in an email (rather than through a memorandum delivered
as an email attachment) will be based upon limited research and a limited discussion and
analysis of the underlying facts. Additional research or a more complete review of the
facts may affect our analysis and conclusions.
Due to these limitations and the related risks, it may or may not be appropriate to proceed
with a decision solely on the basis of any oral or email communication from us. You accept
all responsibility, except to the extent caused by our gross negligence or willful
misconduct, for any liability including but not limited to additional tax, penalties or interest
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 an oral or email
communication. The limitation in this paragraph will not apply to an item of written advice
that is a deliverable of a separate engagement. If you wish to engage us to provide formal
advice on a matter on which we have communicated orally or by email, we will confirm
this service in a separate engagement letter.
Electronic Signatures and Counterparts
Each party hereto agrees that any electronic signature is intended to authenticate a
written signature, shall be valid, and shall have the same force and effect as a manual
signature. For purposes hereof, “electronic signature” includes, but is not limited to, a
scanned copy of a manual signature, an electronic copy of a manual signature affixed to
a document, a signature incorporated into a document utilizing touchscreen capabilities,
or a digital signature. This agreement may be executed in one or more counterparts, each
of which shall be considered an original instrument, but all of which shall be considered
one and the same agreement.
Management Responsibilities
While Digital Tax Group can provide assistance and recommendations, you are
responsible for management decisions and functions, and for designating an individual
with suitable skill, knowledge and experience to oversee any services that Digital Tax
Group provides. You are responsible for evaluating the adequacy and results of the
services performed and accepting responsibility for such services. You are ultimately
responsible for establishing and maintaining internal controls, including monitoring
ongoing activities.
Conflicts of Interest
If we, in our sole discretion, believe a conflict has arisen affecting our ability to deliver
services to you in accordance with either the ethical standards of our firm or the ethical
standards of our profession, we may be required to suspend or terminate our services
without issuing our work product.
Mediation
If a dispute arises out of or relates to the Agreement including the scope of services
contained herein, or the breach thereof, and if the dispute cannot be settled through
negotiation, the parties agree first to try to settle the dispute by mediation administered
by the American Arbitration Association (“AAA”) under the AAA Professional Accounting
and Related Services Dispute Resolution Rules before resorting to arbitration, litigation,
or some other dispute-resolution procedure. The mediator will be selected by mutual
agreement of the parties. If the parties cannot agree on a mediator, a mediator shall be
designated by the AAA. The mediation will be conducted in Miami, Florida.
The mediation will be treated as a settlement discussion and, therefore, all conversations
during the mediation will be confidential. The mediator may not testify for either party in
any later proceeding related to the dispute. No recording or transcript shall be made of
the mediation proceedings. The costs of any mediation proceedings shall be shared
equally by all parties. Any costs for legal representation shall be borne by the hiring party.
Designation of Venue and Jurisdiction
In the event of a dispute, the courts of the state of Florida shall have jurisdiction, and all
disputes will be submitted to the Florida courts, which is the proper and most convenient
venue for resolution. We also agree that the law of the state of Florida shall govern all
such disputes.
Insurance
Digital Tax Group shall, during the term of the engagement and for three years after
termination of same by either you or us, maintain in full force and effect, the accountant’s
professional liability and cyber liability insurance coverage from an insurance carrier or
carriers licensed to conduct business in the state of Florida. As of the policy effective date,
such insurance carrier(s) shall be rated A- (Excellent), by A.M. Best with a Financial Size
Category of Class VII or greater. Premiums for said insurance policy shall be paid by
Digital Tax Group.
Upon your written request, Digital Tax Group shall furnish certificates of insurance for the
required insurance coverage. Such certificate of insurance shall indicate the minimum
limits of liability per claim and in the aggregate as required by you.
Proprietary Information
You acknowledge that proprietary information, documents, materials, management
techniques, and other intellectual property are a material source of the services we
perform and were developed prior to our association with you. Any new forms, software,
documents, or intellectual property we develop during this engagement for your use shall
belong to us, and you shall have the limited right to use them solely within your business.
All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements
, and other documents that we make available to you are confidential and proprietary to
us. Neither you nor any of your agents will copy, electronically store, reproduce, or make
available to anyone other than your personnel, any such documents. This provision will
apply to all materials whether in digital, “hard copy” format, or other mediums.
Statute of Limitations
You agree that any claim arising out of this Agreement shall be commenced within one
(1) year of the delivery of the work product to you, regardless of any longer period of time
for commencing such claim as may be set by law. A claim is understood to be a demand
for money or services, the service of a suit, or the institution of arbitration proceedings
against Digital Tax Group.
Termination and Withdrawal
We reserve the right to withdraw from the engagement without completing services for
any reason, including, but not limited to, non-payment of fees, your failure to comply with
the terms of this Agreement, or as we determine professional standards require. If our
work is suspended or terminated, you agree that we will not be responsible for your failure
to meet governmental and other deadlines or for any liability, including but not limited to,
penalties or interest that may be assessed against you resulting from your failure to meet
such deadlines.
If this Agreement is terminated before services are completed, you agree to compensate
us for the services performed and expenses incurred through the effective date of
termination.
Assignment
All parties acknowledge and agree that the terms and conditions of this Agreement shall
be binding upon and inure to the parties successors and assigns, subject to applicable
laws and regulations.
Limitation of Liability
DIGITAL TAX GROUP’S LIABILITY FOR ANY AND ALL CLAIMS, DAMAGES, AND
COSTS ARISING FROM OR RELATED TO THIS ENGAGEMENT ARE LIMITED TO
THE TOTAL AMOUNT OF FEES PAID BY YOU TO DIGITAL TAX GROUP FOR
SERVICES RENDERED UNDER THIS AGREEMENT. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DIGITAL TAX GROUP SHALL
NOT BE LIABLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE.
Jury Trial Waiver
YOU AND THE FIRM IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER DOCUMENT CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT THEY HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS PARAGRAPH.
Indemnification
You agree to hold us harmless from any and all claims arising from or related to
misrepresentations to us, or the intentional withholding or concealing of information from
us by you, your management, or your agents. You also agree to indemnify us for any
claims made against us by third parties arising from or relating to any of these actions by
you, your management, or your agents. The provisions of this paragraph shall apply
regardless of the nature of the claim.
Severability
If any portion of this Agreement is deemed invalid or unenforceable, said finding shall not
operate to invalidate the remainder of the terms set forth in this Agreement.
Entire Agreement
The engagement letter, including our Terms and Conditions and any other attachments,
encompass the entire agreement of the parties and supersedes all previous
understandings and agreements between the parties, whether oral or written. Any
modification to the terms of this Agreement must be made in writing and signed by both
parties.
Last Revised: January 1, 2024
