Terms of Service

The Mattox Group will provide professional services at your request. 

We will prepare your federal and state income tax returns from information you furnish us, for the Tax Year(s) you have engaged with our firm to complete. We will not audit or otherwise verify the data you submit, although it may be necessary to request clarification and/or documentation of some of the information. Generally, we will rely on your representation that you have maintained the documentation required by law to support the information you provide, including expenses for meals, travel, gifts, vehicle use, charitable contributions, etc. If you are not clear regarding what documentation is needed for any given item of income or deduction, we'd be happy to discuss it with you. You have the final responsibility for your tax returns, including but not limited to verifying the items reported, and therefore, you should carefully review your returns before you sign and file them.

We have provided an organizer(s) for your use. Completion of the provided organizer(s) is a required client responsibility for our engagements and serves as a useful reference to remind you of items to provide to us. Please also provide us with originals or copies of originals of all government tax documents including W-2s, 1099s, 1098s, and property tax statements you have received or may expect to receive.

We will use professional judgment in resolving issues when the tax law is unclear or when there is conflict among the authorities.

The filing deadline for corporate tax returns is the 15th day of the 3rd month following the end of the tax year. The filing deadline for individual tax returns is 15th day of the 4th month following the end of the tax year. The filing deadline for exempt organizations is the 15th day of the 5th month following the end of the tax year. In order to meet respective filing deadlines, we must receive your information in substantially complete form by 15th day of the 2nd month following the end of the tax year.

If an extension of time to file is required, we will use the information available to us at the time to prepare the extension. To prepare a valid, accurate extension, we need as much information as is available. We also need your express approval to file the extension on your behalf. An extension, however, only provides you with an extension to file, not an extension to pay. Taxes owed, if paid after the filing deadline, will result in late-payment penalties and interest.

Under both federal and California law, we are required to electronically file your returns.

If a joint return is prepared, tax returns and copies of all supporting documentation will be made available to either spouse without the consent or notification of the other spouse.

You are responsible for reporting foreign activities. By signing this letter you acknowledge that you will inform us if you have income from foreign sources or if you have signatory authority over any foreign financial account. If you are unsure whether income or an account is foreign, we will review it. Penalties for failure to report foreign activities are severe.

Your tax returns may be selected for review by the taxing authorities. If the government selects your return for examination, we will be available to assist you. At our discretion, there may be additional fees for this service.

We generally retain, for seven years, the final work product generated for our clients. After the retention period, the documents are destroyed. We do not keep original documents — they are returned to you after completion of the returns. It is your responsibility to retain your records for possible future use, including possible examination by the taxing authorities.

Your engagement starts and ends on the dates delineated within your contract. We will not deal with earlier or subsequent periods outside that defined scope unless you specifically ask us to do so and we agree.

The standard method of billing in professional services has traditionally had an emphasis on providing services in exchange for an hourly rate. The Mattox Group has come to the realization this practice is an archaic method of pricing. It is also a conflict of interest because what it means is (as an industry) we are directly rewarded for how inefficient we are. The longer we take to do the job the more we get. Hourly billing does not promote an emphasis on customer service or an incentive to complete jobs quickly.

Our professional fees are based on the services you selected in this proposal. Details of the applicable fees are included in your chosen package.

The biggest issue with hourly billing is you have no idea how much the job will cost until the bill is received. We don't think that is fair for you. As a courtesy to you, we believe you deserve to know in advance how much the engagement will cost and what it entails. As a modern and progressive firm we have moved all of our engagements to a fixed price agreement model. What does this mean for you?

• You will always know how much you will pay for services in advance, and will always have the opportunity to discuss the agreement before we get started on any work. If new work is required outside of the scope of our existing agreement we will issue a written proposal for you to accept (or discuss) before we commence new services.

• It places the risk back on us, the practice. You don't have to worry about paying for more hours than you thought it would take. We have to focus on being more efficient to ensure our relationship is mutually profitable. This means we can leverage the best in breed technology to constantly improve the quality of the services we deliver to you.

• It opens the lines of communication. You don't have to be afraid to contact us with questions and be worried about receiving a bill for your time. All of our fixed price agreements include support and regularly scheduled review sessions. In fact, we encourage constant communication between you and our firm. Becoming your trusted advisor is our mission and open communication is the key.

The Mattox Group strives to always provide a fixed price agreement, particularly in the instance where services are ongoing; however, there are some services that we offer where an estimate based on an hourly rate is the only method of billing that applies. We'll quote an hourly rate in cases of project work where it is difficult to define the scope of the service required. Our fees do not include audit representation or preparing materials to respond to correspondence from taxing authorities. Those are some of the types of engagements where we cannot adequately scope a fixed-price agreement, and for which hourly billing is most suitable. In the case where you have been quoted an estimate based on an hourly rate, we will inform you of the amount of time and costs incurred before we issue the final bill and collect payment.

If possible, The Mattox Group will convert any hourly services into a fixed price agreement, if or when, the scope of the service becomes more apparent.

While your fixed price agreement entitles you to unlimited communication, if your question or issue requires additional research and analysis beyond the services agreed in this contract, any additional work will be quoted to you before the commencement of said additional work. Once the scope of the additional work is agreed upon, we will issue a Change of Service Request via our online proposal system, and will ask you to sign the new agreement before we commence the new work.

Furthermore, Client(s) will agree that if an unanticipated need arises (such as an audit, an amended tax return or a personal financial statement required as part of a loan agreement), this additional work will be performed only after arriving at a mutually agreed-upon price and a Change of Service Request is accepted with a digital signature.

The Mattox Group will always stand behind the quality and professional nature of the services that we offer. If at any point you are not completely satisfied with the services we have performed, we encourage you to bring this to our attention immediately. We'd love the opportunity to correctly address your concerns and allow us a chance to win your trust back and prevent similar problems from happening in the future.

If you are still not satisfied with the outcome of our services, we will work towards a mutual agreement regarding the payment for services completed. As an example, we may agree to either forgive the related payment or accept a portion of the originally agreed price that reflects your level of satisfaction.

Our firm has not undertaken, and expressly disclaims, any duty to monitor subsequent changes in facts, applicable law, regulations, administrative guidance, or judicial authority that may affect any previously prepared return after the conclusion of the applicable engagement.

All original documents obtained from the client arising from the engagement shall remain the property of the client(s). However, we reserve the right to make a reasonable number of copies of the original documents for our records.

ARTICLE I

ENGAGEMENT, SCOPE OF SERVICES, AND DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms have the meanings set forth below. Other terms are defined where they first appear.

“Applicable Professional Standards” means, collectively, Treasury Department Circular No. 230 (31 C.F.R. Part 10) (“Circular 230”), the AICPA Statements on Standards for Tax Services (“SSTS”), the AICPA Code of Professional Conduct, and the California Accountancy Act (Cal. Bus. & Prof. Code § 5000 et seq.) and the regulations of the California Board of Accountancy, in each case as in effect during the Engagement Period.

“Client Information” means all documents, data, records, representations, and other information furnished to the Firm by or on behalf of the Client in connection with the Services, in whatever form or medium.

“Client Records” means original books, records, and source documents provided by the Client to the Firm, and any records described in California Business and Professions Code § 5037 to which the Client is entitled.

“Deliverables” means the Returns and any other written work product the Firm delivers to the Client under this Agreement.

“Engagement” means the specific engagement described in Section 1.3 for the single Tax Year identified on the Signature Page, and no other matter.

“Engagement Period” means the period beginning on the Effective Date and ending upon completion of the Engagement as described in Section 4.1.

“Returns” means the federal and state income tax returns identified on the Signature Page or an attached schedule, including properly authorized extensions of time to file those returns.

“Services” means the professional services described in Section 1.3, as limited by Section 1.4.

“Tax Authority” means the Internal Revenue Service (the “IRS”), the California Franchise Tax Board, and any other federal, state, local, or foreign governmental authority with jurisdiction over the taxes addressed by the Returns.

“Tax Year” means the single taxable year identified on the Signature Page.

“Workpapers” means all workpapers, files, analyses, drafts, notes, internal memoranda, templates, checklists, software configurations, and other materials created or maintained by the Firm in connection with the Services, other than Client Records.

1.2 Engagement Acceptance. The Firm has not accepted, and shall have no obligation to perform, any engagement unless and until (a) the Client has executed and returned this Agreement, (b) the Firm has countersigned this Agreement, and (c) the Client has paid any retainer required under Section 5.1. The Firm may decline any prospective engagement in its sole discretion, including following completion of client-acceptance, conflict, and identity-verification procedures. No conduct of the Firm prior to the Effective Date, including preliminary discussions or receipt of documents, shall create a professional relationship or any duty of care.

1.3 Scope of Services. Subject to the terms of this Agreement, the Firm will (a) prepare the Returns for the Tax Year from Client Information; (b) prepare properly authorized extensions of time to file the Returns, if requested in writing and if the Firm receives the request reasonably in advance of the applicable deadline; (c) electronically file the Returns upon receipt of validly executed e-file authorizations as described in Section 2.4, or deliver paper Returns to the Client for filing where electronic filing is unavailable or declined; and (d) compute estimated tax payment vouchers for the immediately following year if reflected in the Returns, based solely on the information in the Returns and without any undertaking to update them. The Services are limited to tax return preparation. The Firm will not audit, review, compile, examine, or otherwise verify Client Information, and the Services do not constitute an attest engagement under any professional standard.

1.4 Excluded Services. Unless expressly identified on the Signature Page or added by a written amendment signed by both Parties, the Services do not include, and the Firm undertakes no responsibility for, any of the following (collectively, “Excluded Services”):

(a) tax planning, projections, consulting, or advisory services of any kind, including advice rendered in response to informal or incidental questions;

(b) representation before any Tax Authority, including examinations, audits, notices, collection matters, appeals, or litigation (which, if requested and accepted, will be the subject of a separate engagement letter and separate fees);

(c) bookkeeping, accounting, payroll, sales and use tax, property tax, city business tax, or information-return services (including Forms 1099), except as expressly listed;

(d) foreign asset and foreign account reporting, including FinCEN Form 114 (FBAR), Forms 8938, 5471, 5472, 3520, 3520-A, 8865, 8858, and 926, except as expressly listed; the Client acknowledges that penalties for failure to file such forms are severe and that the obligation to identify foreign assets, accounts, entities, gifts, and transactions rests with the Client under Section 2.1;

(e) beneficial ownership information reporting under the Corporate Transparency Act (31 U.S.C. § 5336) or any state analogue, and any determination of the Client’s reporting obligations thereunder, which remain the sole responsibility of the Client and its legal counsel;

(f) estate, gift, and trust returns; specialty elections and studies (including cost segregation, R&D credit, and transfer pricing); and valuation services, except as expressly listed;

(g) legal, investment, insurance, or financial-planning advice of any kind; and

(h) any obligation to update the Returns, the Deliverables, or any advice after completion of the Engagement, as further described in Article IV.

1.5 Annual Engagement Requirement. Each tax year constitutes a separate engagement requiring a separately executed engagement agreement. Neither the Firm’s preparation of Returns for any prior year, nor any course of dealing, custom, or usage of trade, shall obligate the Firm to prepare Returns for any subsequent year or shall extend the Engagement beyond the single Tax Year identified on the Signature Page.

1.6 No Continuing Representation. The Firm’s professional relationship with the Client is limited to the Engagement. Except during the Engagement Period and solely with respect to the Services, the Firm does not act as the Client’s accountant, tax advisor, or representative for any purpose, and the Client shall not represent otherwise to any third party. Retention of the Client’s file under Section 5.6, the sending of organizers, reminders, or marketing communications, or the Firm’s designation as “third-party designee” on a Return shall not create or evidence a continuing professional relationship.

2.1 Duty to Provide Complete and Accurate Information. The Client shall timely furnish the Firm with all information necessary to prepare complete and accurate Returns, and represents and warrants that all Client Information is, and will be when furnished, true, correct, and complete in all material respects. Without limiting the foregoing, the Client shall affirmatively disclose: all sources of worldwide income; digital-asset transactions; interests in or signature authority over foreign financial accounts and foreign assets, entities, trusts, and gifts; ownership interests in pass-through entities; household employees; changes in marital status, dependents, or state residency; gambling activity; and any transaction the Client knows or suspects may be a listed or reportable transaction. The Client shall respond to the Firm’s questionnaires and organizers, whose questions are a material part of the Firm’s due-diligence procedures, and shall promptly notify the Firm if the Client discovers that any Client Information was inaccurate or incomplete.

2.2 Reliance on Client-Furnished Information. The Firm is entitled to rely, without independent verification or investigation, on all Client Information and on the Client’s responses to the Firm’s inquiries, and the Returns will be prepared solely from that information. The Firm may, but is not obligated to, ask the Client to clarify information that appears on its face to be incorrect, incomplete, or inconsistent, as contemplated by Circular 230 § 10.34(d) and SSTS standards on reliance. The Client, and not the Firm, is responsible for the accuracy and completeness of the Returns to the extent attributable to Client Information, and for all taxes, additions to tax, interest, and penalties arising from Client Information that is inaccurate or incomplete or from the Client’s failure to disclose.

2.3 Review of Returns. Before signing or authorizing the filing of any Return, the Client shall carefully review the entire Return, including income items, deductions, credits, elections, and direct-deposit banking information. The Client’s execution of a Return or of an e-file authorization constitutes the Client’s representation that the Client has reviewed the Return, that the Return is consistent with the Client’s knowledge of its own affairs, and that the Client has advised the Firm of any errors, omissions, or questions prior to filing.

2.4 Signature and Filing Authorization Obligations. The Firm cannot electronically file any Return until it has received a validly executed IRS Form 8879 (and any state equivalent) from each required signer, together with payment of the Firm’s fees then due. The Client shall return executed e-file authorizations promptly and in any event sufficiently in advance of the applicable deadline. If the Client fails to do so, or elects paper filing, the Client is solely responsible for timely filing and for timely payment of all taxes. An extension of time to file is not an extension of time to pay; the Client remains responsible for timely payment of all taxes, including estimated taxes, whether or not an extension is filed.

2.5 Recordkeeping Responsibilities. The Client is responsible for maintaining, and shall retain, all documents and records substantiating the items reported on the Returns, including receipts, mileage and expense logs, basis records, charitable-contribution acknowledgments, and cryptocurrency transaction histories, for no fewer than seven (7) years after filing (or longer where required by law, including for records establishing basis in property). The Firm’s retention of copies under Section 5.6 does not relieve the Client of these obligations, and the Client, not the Firm, bears the burden of substantiation in any examination.

2.6 Entity Clients; Authority; Sanctions and Ownership Certifications. If the Client is an entity, trust, or estate, then: (a) the individual executing this Agreement and each Return represents and warrants that he or she has full power and authority to do so on behalf of the Client and to bind the Client to this Agreement, including Article VI; (b) the Client certifies that the information it provides regarding its owners, officers, trustees, and beneficial owners is accurate and complete; (c) the Client certifies that neither it nor, to its knowledge, any of its beneficial owners is the subject or target of sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control or included on any U.S. government list of prohibited or restricted parties, and that no funds used to pay the Firm are derived from unlawful activity; and (d) the Client shall promptly notify the Firm if any certification in this Section 2.6 ceases to be accurate. The Firm may suspend or terminate the Engagement under Section 5.2 if it reasonably believes any certification in this Section is inaccurate.

3.1 Standard of Care. The Firm shall perform the Services in good faith and with the degree of skill and care ordinarily exercised by certified public accountants performing similar tax return preparation services in California, consistent with Applicable Professional Standards. The Firm does not warrant or guarantee any particular tax outcome, refund, liability, or result, and expressly disclaims all other warranties, express or implied. The Services are professional services, not goods, and no warranty of merchantability or fitness for a particular purpose applies.

3.2 Circular 230 Compliance. The Firm practices before the IRS subject to Circular 230 and will comply with its requirements, including the diligence, competence, and return-position standards of §§ 10.22, 10.34, 10.35, and 10.37. Consistent with Circular 230, the Firm will not sign, and will not advise the Client to take, a return position that lacks the required level of support, and certain positions may require disclosure on Form 8275 or 8275-R as a condition of the Firm’s signature. Exhibit A contains additional Circular 230 disclosures that are incorporated into this Agreement.

3.3 SSTS Compliance. The Firm will perform the Services in accordance with the Statements on Standards for Tax Services (SSTS), which, among other things, govern return positions (SSTS No. 1), reliance on client data without verification (SSTS No. 2 and No. 3), use of estimates (SSTS No. 4), and knowledge of errors (SSTS No. 6). If the Firm becomes aware of an error in a prior return or of the Client’s failure to file a required return, the Firm will inform the Client and recommend appropriate corrective action; the decision whether to correct the error rests with the Client, but the Firm may withdraw under Section 5.2 if the Client’s chosen course would require the Firm to violate Applicable Professional Standards.

3.4 Confidentiality. The Firm will treat Client Information as confidential and will not disclose it to third parties except: (a) with the Client’s consent, including any consent required by Internal Revenue Code § 7216 and its regulations before tax return information may be disclosed or used for purposes other than return preparation; (b) to the Firm’s employees, contractors, and service providers who need the information to perform the Services and who are bound by confidentiality obligations; (c) as required by law, subpoena, summons, or regulatory or professional inspection, in accordance with California Business and Professions Code § 5063.3; or (d) to the Firm’s attorneys, insurers, and advisors in connection with legal, ethical, or risk-management matters, or in the Firm’s defense of any claim or fee action, to the extent permitted by law. The Client acknowledges that communications with the Firm are not protected by the attorney–client privilege and that the limited federal tax practitioner privilege under Internal Revenue Code § 7525 does not apply to return preparation, criminal matters, or most written tax-shelter communications.

3.5 Limited Reliance. The Deliverables are prepared solely for the Client’s use in satisfying its tax filing obligations for the Tax Year, are based solely on Client Information and on the law, regulations, administrative guidance, and judicial authority in effect as of the date of delivery, and may not be relied upon by any other person or for any other purpose. Any oral statements, preliminary drafts, or informal communications are superseded by the final Deliverables and may not be relied upon.

3.6 Acknowledgment of Examination Risk; No Guarantee of Positions. The Client acknowledges that federal and state tax law is complex and subject to differing interpretations; that a Tax Authority may examine any Return and may challenge positions taken on it even where the Return was prepared in full compliance with Applicable Professional Standards; that the Firm’s compliance with those standards does not assure that a position will be sustained; and that the Client remains responsible for all taxes, interest, and penalties ultimately determined to be due, which are not damages recoverable from the Firm except to the extent a penalty is finally determined to have been caused solely by the Firm’s failure to meet the standard of care in Section 3.1.

4.1 When the Engagement Ends. Unless earlier terminated under Section 5.2, the Engagement is complete, and the Engagement Period ends, upon the earliest of: (a) the Firm’s receipt of acknowledgment from the applicable Tax Authority that an electronically filed Return has been accepted (or, for paper Returns, the Firm’s delivery of the completed Return to the Client for filing); (b) the Firm’s delivery of the final Deliverables; or (c) written notice of termination by either Party. Completion of the Engagement does not require any closing letter or other notice from the Firm.

4.2 No Ongoing Duty. Upon completion of the Engagement, the Firm has no further duty of any kind to the Client with respect to the Returns, the Deliverables, or the Client’s tax affairs, except the confidentiality and record obligations that expressly survive under Section 7.6. Without limiting the foregoing, the Firm has no duty to respond to Tax Authority notices, to track filing acknowledgments after acceptance, to monitor carryovers, elections, or estimated tax payments, or to remind the Client of any deadline.

4.3 No Duty to Amend. The Firm has no obligation to amend, supplement, or correct any Return or Deliverable after completion of the Engagement, whether by reason of information later discovered or provided, retroactive changes in law, subsequent administrative guidance or judicial decisions, or otherwise. Preparation of any amended return, if the Firm agrees to undertake it, will be a separate engagement under a separate agreement and for separate fees.

4.4 No Duty to Monitor Changes in Law. The Firm has no obligation to monitor, or to advise the Client of, changes in federal, state, local, or foreign tax law, regulations, rulings, forms, or filing requirements occurring after delivery of the Deliverables, even if such changes affect the Returns, positions taken on them, or the Client’s future obligations, and even if the Firm learns of such changes or continues to serve the Client in other matters.

4.5 Future Engagements. Any services after completion of the Engagement, including responses to Tax Authority notices, examination representation, amended returns, planning, and preparation of returns for subsequent years, require a new written engagement agreement. If the Client requests, and the Firm in fact performs, additional services without a new written agreement, those services shall nevertheless be governed by the terms of this Agreement (including Articles V, VI, and VII) until superseded by a new agreement, but nothing in this sentence obligates the Firm to perform any such services.

5.1 Fees; Retainer; Payment. The Client shall pay the Firm’s fees for the Services on a fixed-fee basis as set forth on the Signature Page, plus out-of-pocket costs, applicable technology and processing charges, and any taxes on the Services. Any fee estimate is a good-faith estimate only and not a cap; fees may exceed an estimate where the work is affected by, among other things, incomplete or late Client Information, disorganized records, additional forms or jurisdictions, or new issues discovered during preparation, and the Firm will endeavor to notify the Client when it becomes apparent that fees will materially exceed an estimate. Invoices are due upon presentation. Amounts unpaid thirty (30) days after invoice bear a late charge of one percent (1%) per month (or, if lower, the maximum rate permitted by law). The Client shall pay the agreed upon fee for services upon execution of this Agreement, which will be applied to the final invoice. The Firm will require payment in full before releasing or electronically filing any Return.

5.2 Suspension; Termination; Withdrawal. The Firm may suspend the Services immediately upon written notice if any invoice or retainer is not timely paid, if the Client fails to provide information or authorizations reasonably requested, or if the Firm reasonably believes any certification in Section 2.6 is inaccurate; the Firm shall have no liability for the consequences of any such suspension, including missed deadlines, and suspension does not extend any filing or payment deadline, responsibility for which remains with the Client. Either Party may terminate the Engagement at any time by written notice. The Firm may also withdraw where required or permitted by Applicable Professional Standards, including where continuing would require the Firm to take a position that lacks required support or where a conflict of interest arises. Upon suspension, termination, or withdrawal, the Client shall pay all fees and costs incurred through the effective date thereof, and the provisions identified in Section 7.6 shall survive.

5.3 Electronic Communications. The Parties may communicate, and the Firm may deliver Deliverables, by email, secure client portal, and other electronic means, as further described in the consent attached as Exhibit C. The Client acknowledges that electronic communications may be intercepted, misdirected, altered, or infected notwithstanding reasonable safeguards, and agrees that the Firm shall not be liable for losses arising from electronic transmission risks outside the Firm’s reasonable control. The Client shall not transmit full Social Security numbers or account credentials in unencrypted email and shall use the Firm’s portal or other secure channel designated by the Firm. The Firm will never request payment by gift card, wire redirection, cryptocurrency, or similar means; the Client shall telephone the Firm at a known number to verify any communication that changes payment instructions.

5.4 Cybersecurity; Data Security Incidents. The Firm maintains a written information security program with administrative, technical, and physical safeguards designed to comply with the Gramm-Leach-Bliley Act and the FTC Safeguards Rule (16 C.F.R. Part 314) as applicable to tax return preparers. No security program can eliminate all risk, and the Firm does not guarantee the security of information transmitted to or held by it. If the Firm determines that a security incident has resulted in unauthorized acquisition of the Client’s unencrypted personal information, the Firm will notify the Client and applicable authorities as required by law, including California Civil Code § 1798.82, and such notification and legally required remediation shall be the Firm’s sole obligations, and the Client’s sole remedies, in respect of incidents not caused by the Firm’s breach of this Section.

5.5 Ownership of Workpapers; Intellectual Property. All Workpapers are and shall remain the sole property of the Firm, do not constitute Client Records, and need not be produced to the Client except as required by law or Applicable Professional Standards. The Firm owns all right, title, and interest, including all intellectual property rights, in its templates, organizers, checklists, methodologies, know-how, software configurations, and other tools used or developed in performing the Services, including improvements developed during the Engagement, and nothing in this Agreement assigns or licenses any of the foregoing to the Client except the right to use the Deliverables for the purposes stated in Section 3.5.

5.6 File Retention; Return of Original Records. Upon completion of the Engagement, the Firm will return to the Client all original Client Records in the Firm’s possession; the Client is encouraged to retain originals and provide the Firm copies. Consistent with California Business and Professions Code § 5037, the Firm will, upon the Client’s written request and reasonable notice, provide the Client with copies of Client Records and of the Returns as filed, and the Firm may charge its reasonable costs of reproduction for repeat requests. The Firm will retain its file, including copies of the Returns and supporting Workpapers, for seven (7) years following completion of the Engagement, after which the Firm may destroy the file without further notice, in accordance with its record-retention policy and applicable law. The Firm’s retention of records is for its own purposes and does not make the Firm the Client’s record custodian.

5.7 Reliance on Electronic Records; Imaging. The Firm may scan or otherwise image Client Records and other documents and thereafter rely on, and treat as originals, the resulting electronic records, and may return or securely destroy paper originals in accordance with Section 5.6. A copy of this Agreement or of any executed authorization maintained electronically shall be admissible to the same extent as an original.

5.8 Third-Party Use; No Third-Party Beneficiaries. The Deliverables are for the Client’s use as described in Section 3.5. The Client shall not deliver the Deliverables to, or permit reliance on them by, any lender, investor, purchaser, or other third party without the Firm’s prior written consent, and the Firm shall have no liability to any third party who receives or relies on them. Requests for comfort letters, lender verifications, or similar third-party attestations are outside the Services and may be declined by the Firm in its discretion. This Agreement is for the sole benefit of the Parties, and no other person shall have any rights under it.

5.9 Privacy. The Firm’s privacy practices are described in the Privacy Notice attached as Exhibit B. The Firm will not disclose or use the Client’s tax return information except as permitted by Internal Revenue Code §§ 6713 and 7216 and their regulations, and will obtain the Client’s written consent in the form required by those regulations before any disclosure or use requiring consent.

5.10 Identity Theft; Refund Fraud; Government Processing. The Client acknowledges that tax-related identity theft and refund fraud are widespread; that a Tax Authority may reject a Return because a fraudulent return was previously filed under the Client’s taxpayer identification number, may offset or delay refunds, or may issue identity-verification notices; and that the Firm has no control over, and no liability for, the acts or omissions of any Tax Authority, financial institution, or criminal third party, including processing delays and errors. The Firm recommends that the Client obtain an IRS Identity Protection PIN and monitor its Tax Authority accounts. Responding to identity-theft incidents and Tax Authority notices is an Excluded Service unless separately engaged.

5.11 Force Majeure. The Firm shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, utility or telecommunications failures, cyberattacks not resulting from the Firm’s breach of Section 5.4, government action, and failures of Tax Authority systems (each, a “Force Majeure Event”). The Firm will use commercially reasonable efforts to resume performance and will notify the Client of any Force Majeure Event materially affecting a filing deadline of which the Firm is aware; provided that statutory filing and payment deadlines remain the Client’s responsibility.

6.1 Notice of Claim. A Party asserting any claim, dispute, or controversy arising out of or relating to this Agreement or the Services, whether in contract, tort (including professional negligence), statute, or otherwise (a “Dispute”), shall first give the other Party written notice describing the Dispute in reasonable detail (a “Claim Notice”). The applicable statute of limitations and the limitation period in Section 6.11 are tolled for sixty (60) days following delivery of a Claim Notice to permit the procedures in Sections 6.2 and 6.3.

6.2 Informal Conference. Within twenty (20) days after delivery of a Claim Notice, principals of the Parties with settlement authority shall confer in good faith, in person or by telephone or videoconference, in an attempt to resolve the Dispute.

6.3 Mandatory Mediation. Any Dispute not resolved under Section 6.2 within thirty (30) days after the Claim Notice shall, before either Party may commence arbitration, be submitted to non-binding mediation administered by JAMS in Monterey County, California, before a single mediator, with the mediator’s fees shared equally (except that, if the Client is an individual, the Firm will pay the mediator’s fees in excess of $1,000). Completion of, or the other Party’s refusal to participate in, mediation is a condition precedent to arbitration, except that either Party may initiate arbitration as necessary to preserve a claim from expiring, in which case the arbitration shall be stayed pending mediation.

6.4 Binding Arbitration. Except as provided in Section 6.5, any Dispute not resolved by mediation shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect (and, where the Client is an individual, subject to the JAMS Consumer Arbitration Minimum Standards), before a single neutral arbitrator seated in Monterey County, California. The arbitrator shall be a retired judge or an attorney with at least ten (10) years of experience in accounting or tax professional-liability matters. The arbitration shall be conducted in English; the arbitrator shall permit discovery adequate to arbitrate the Dispute fairly, shall apply the substantive law specified in Section 7.4 and the same statutes of limitation that would apply in court (as modified by Section 6.11), may award any individual remedy available in court subject to the limitations in this Article VI to the extent enforceable, and shall issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction. If the Client is an individual, the Firm shall bear all JAMS administrative fees and arbitrator compensation in excess of the fee the Client would have paid to file the Dispute in the Superior Court of California; otherwise, such fees shall be shared equally, subject to reallocation in the award. Each Party may arbitrate only in its individual capacity, and the arbitrator shall have no authority to conduct any class, collective, or representative proceeding; this sentence does not apply to any claim for which a pre-dispute waiver of representative claims is prohibited by law.

6.5 Delegation; Carve-Outs. The arbitrator shall have exclusive authority to resolve disputes about the interpretation, applicability, enforceability, or formation of this Article VI, except that any dispute about the enforceability of the class and representative waiver in Section 6.4, or about Section 6.5 itself, shall be decided by a court. Either Party may (a) seek provisional remedies, including injunctive relief, in aid of arbitration in a court identified in Section 7.5, and (b) bring an individual claim in small claims court if it qualifies; doing either does not waive arbitration.

6.6 Federal Arbitration Act. This Agreement evidences a transaction involving interstate commerce (including the use of interstate electronic filing and communications systems), and the Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of this Article VI, notwithstanding Section 7.4.

6.7 Waiver of Jury Trial Through Arbitration. By agreeing to arbitrate, each Party knowingly and voluntarily gives up the right to a trial by judge or jury of any arbitrable Dispute. This waiver is effected solely by and through the agreement to arbitrate under the Federal Arbitration Act and is not a separate contractual jury-trial waiver. THE PARTIES ACKNOWLEDGE THAT ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO APPEAL, EXCEPT AS PROVIDED BY THE FEDERAL ARBITRATION ACT.

6.8 Attorneys’ Fees. In any Dispute, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs, as determined by the arbitrator or court, in addition to any other relief awarded; provided that, where the Client is an individual, the arbitrator may decline to award fees against the Client if the arbitrator finds the Client’s claims were brought and maintained in good faith. This Section is intended to be reciprocal and shall be construed consistently with California Civil Code § 1717.

6.9 Confidentiality of Proceedings. The Parties shall keep confidential the existence, content, and result of any mediation and arbitration under this Article VI, and all materials exchanged in those proceedings, except (a) as required by law or regulatory or professional obligation, (b) as necessary to enforce or challenge an award or to pursue insurance coverage, and (c) disclosures to a Party’s attorneys, insurers, accountants, and financial advisors bound by confidentiality.

6.10 Exclusion of Consequential Damages; Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES; AND (b) THE FIRM’S AGGREGATE LIABILITY FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED [THREE (3)] TIMES THE FEES ACTUALLY PAID TO THE FIRM FOR THE ENGAGEMENT. The Client’s own taxes are not damages under any circumstance. The limitations in this Section 6.10 do not apply to (i) liability arising from the Firm’s fraud, willful injury to person or property, or violation of law, within the meaning of California Civil Code § 1668, or from the Firm’s gross negligence to the extent such a limitation would be unenforceable, or (ii) either Party’s obligations under Sections 3.4 (Confidentiality) and 6.9. Each limitation in this Article VI is intended to be severable and enforceable to the maximum extent permitted, and the Parties acknowledge that the fees for the Services reflect this allocation of risk.

6.11 Contractual Limitation Period. To the fullest extent permitted by law, any Dispute against the Firm must be asserted by Claim Notice within one (1) year after the date the Client knew or reasonably should have known of the facts giving rise to the Dispute, and in no event more than [two (2)] years after completion of the Engagement, or it is forever barred; provided that this Section shall not shorten any limitation period that cannot lawfully be shortened by agreement, and shall in that event be deemed to impose the shortest period permitted by law.

6.12 Proportionate Responsibility. Any liability of the Firm shall be reduced in proportion to the comparative fault of the Client and of third parties for whom the Firm is not legally responsible, including the Client’s failure to satisfy its obligations under Article II, to the extent permitted by law.

7.1 Entire Agreement. This Agreement, including the Signature Page and Exhibits A through C, constitutes the entire agreement of the Parties with respect to the Engagement and supersedes all prior and contemporaneous agreements, proposals, engagement letters, representations, and understandings, oral or written, relating to its subject matter. No Party has relied on any representation not set forth in this Agreement.

7.2 Amendments; Waiver. This Agreement may be amended only by a writing that identifies itself as an amendment and is signed by both Parties (which may occur by electronic signature under Section 7.8). No waiver is effective unless in a signed writing, and no waiver of one breach waives any other or subsequent breach. The Firm’s organizers, portals, invoices, and transmittal letters do not amend this Agreement.

7.3 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving the Parties’ intent, and the remaining provisions shall remain in full force. If the class and representative waiver in Section 6.4 is held unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court, and the remainder of Article VI shall continue to apply to all other Disputes.

7.4 Governing Law. This Agreement, and all Disputes, are governed by the laws of the State of California, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs Article VI as provided in Section 6.6 and federal law governs federal tax matters.

7.5 Venue. Subject to Article VI, the exclusive venue for any judicial proceeding permitted under this Agreement (including petitions to compel arbitration, provisional relief, small-claims actions where elected, and confirmation of awards) shall be the state and federal courts located in Monterey County, California, and each Party irrevocably submits to the personal jurisdiction of those courts and waives any objection based on inconvenient forum.

7.6 Survival. Sections 1.6, 2.1 through 2.6, 3.4, 3.5, 3.6, and 4.2 through 4.5, Articles V, VI, and VII, and the Exhibits survive completion or termination of the Engagement and any termination of this Agreement.

7.7 Counterparts. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signature pages delivered by email (PDF), portal, or electronic-signature platform are effective as originals.

7.8 Electronic Signatures and Records. The Parties consent to conduct this transaction electronically and agree that electronic signatures and records satisfy any requirement for a writing or signature under the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) and the federal ESIGN Act (15 U.S.C. § 7001 et seq.). The Client’s consent to electronic delivery of records is set forth in Exhibit C.

7.9 Notices. Notices under this Agreement (including Claim Notices) must be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt, to the addresses on the Signature Page or such other address as a Party designates by notice. Notice is effective upon receipt or refusal of delivery.

7.10 Interpretation; Joint Clients. Headings are for convenience only. “Including” means “including without limitation.” This Agreement shall be construed as if drafted jointly, and no presumption shall arise against the drafter. If the Client comprises spouses filing jointly or multiple persons, their obligations are joint and several; each authorizes the Firm to communicate with and deliver information to the other regarding the Engagement unless and until either revokes that authorization in writing, in which event the Firm may withdraw if a conflict of interest arises.

The Firm and its credentialed personnel practice before the Internal Revenue Service and are subject to Treasury Department Circular No. 230 (31 C.F.R. Part 10), which governs the conduct of attorneys, certified public accountants, enrolled agents, and other practitioners. The Client should understand the following:

1. Return-position standards. Under Circular 230 § 10.34 and Internal Revenue Code § 6694, the Firm generally may not sign a return containing a position unless the position has at least substantial authority, or has a reasonable basis and is adequately disclosed (for example, on Form 8275 or 8275-R). Positions involving tax shelters or reportable transactions are subject to stricter standards. If the Client declines a disclosure the Firm determines is required, the Firm may be unable to sign the Return and may withdraw under Section 5.2 of the Agreement.

2. Diligence and reliance. Circular 230 §§ 10.22 and 10.34(d) require the Firm to exercise due diligence and permit the Firm to rely in good faith, without verification, on information the Client furnishes; the Firm may not, however, ignore the implications of information known to it and may make reasonable inquiries where information appears incorrect, incomplete, or inconsistent.

3. Written advice. Any written tax advice the Firm provides is subject to Circular 230 § 10.37, which requires the Firm to base advice on reasonable factual and legal assumptions and to exercise reasonable reliance. The Services under the Agreement are return preparation, not a tax opinion; no Deliverable constitutes an opinion that any position will be sustained.

4. Legacy disclaimers. The former “covered opinion” rules (former § 10.35) were repealed effective June 12, 2014. Any boilerplate “IRS Circular 230 disclosure” legend appearing in older correspondence is obsolete and has no effect on the Parties’ rights or obligations.

5. Taxpayer penalties. The Client remains subject to taxpayer-level penalties, including accuracy-related penalties under Internal Revenue Code § 6662, regardless of the Firm’s compliance with Circular 230, and disclosure that protects the preparer does not always protect the taxpayer. The Client is encouraged to ask questions about any position before filing.

Enrolled Agents, like other financial-service providers, are required by the Gramm-Leach-Bliley Act and FTC regulations to explain their privacy practices. This notice describes the Firm’s practices with respect to nonpublic personal information of clients who are individuals.

1. Information we collect. We collect nonpublic personal information about you from the following sources: information we receive from you on organizers, worksheets, tax documents, and other communications; information about your transactions with us; and, where you authorize it, information from third parties such as your employer, brokerage, or prior accountant.

2. Information we disclose. We do not disclose any nonpublic personal information about current or former clients to any nonaffiliated third party, except as permitted or required by law or as you authorize. Permitted disclosures include those made to our employees and service providers who assist in preparing your returns and who are bound to confidentiality, and disclosures required by subpoena, summons, law, or professional inspection. Because we do not share information in a manner that triggers an opt-out right, no opt-out election is required.

3. Tax return information. Federal law (Internal Revenue Code §§ 6713 and 7216) separately restricts our use and disclosure of your tax return information. We will not use or disclose your tax return information for any purpose other than preparing your returns unless we first obtain your written consent in the form the IRS requires, and we will never sell your tax return information.

4. Security. We restrict access to your information to personnel who need it to provide services to you, and we maintain physical, electronic, and procedural safeguards, including a written information security program under the FTC Safeguards Rule, designed to protect it.

5. Retention and disposal. We retain client files in accordance with Section 5.6 of the Agreement and applicable law, and we dispose of records containing personal information by secure destruction.

6. California residents. Information we collect to prepare your returns is generally regulated under the federal laws described above and is largely exempt from the California Consumer Privacy Act; to the extent the CCPA applies to any of your personal information, you may direct questions or requests to the Firm at the address on the first page of the Agreement. We do not sell or share personal information within the meaning of the CCPA.

7. You agree to receive information messages (appointment reminders, account notifications, etc.) from The Mattox Group. Message frequency varies. Message and data rates may apply. For help, reply HELP or email us at tmg@tmg.tax. You can opt out at any time by replying STOP.

By signing the Agreement, the Client consents to the electronic delivery of records and to the use of electronic signatures as follows. This consent applies to the Engagement and to all related records, including this Agreement, engagement communications, organizers, draft and final Returns, e-file authorizations, invoices, privacy notices, and disclosures (collectively, “Records”).

1. Method of delivery. The Firm may deliver Records by secure client portal, email to the address on the Signature Page, or electronic-signature platform. A Record is deemed delivered when made available in the portal or sent to the Client’s email address of record, whether or not opened.

2. Hardware and software requirements. To access and retain Records, the Client needs a device with internet access, a current web browser, a PDF reader, an active email account, and the ability to download or print. By consenting, the Client confirms it has these capabilities.

3. Paper copies. The Client may request a paper copy of any Record by written request to the Firm; the Firm may charge its reasonable costs of reproduction and delivery for repeat requests. Requesting a paper copy does not withdraw this consent.

4. Withdrawal of consent; updates. The Client may withdraw this consent, or update its email address, by written notice under Section 7.9 of the Agreement. Withdrawal is effective a reasonable time after receipt and may delay the Services and increase fees where paper handling is required. Withdrawal does not affect the validity of Records delivered, or signatures given, before it takes effect.

5. Electronic signatures. The Client agrees that its electronic signature, whether typed, drawn, applied through an electronic-signature platform, or given by knowledge-based-authentication process (including on IRS Form 8879 where permitted by IRS requirements), is legally binding to the same extent as a handwritten signature.