The purpose of this letter is to confirm our understanding that Your Firm or Company (referred to hereafter as “Firm”) is purchasing the Tax Method Changes.com (TMC) Documents (the Tax Method Changes.com©) along with consulting hours if you have chosen to have that included in your subscription. These Tax Method Changes.com© were developed by Eric P. Wallace, CPA and the tax team of Eric P Wallace, LLC. Your Firm and Eric P Wallace, LLC may be referred to collectively as the Parties, or individually as a Party.
The following paragraphs outline the project objective, scope of use, copyright, staffing, limiting conditions and other assumptions of the parties, product provided, and project pricing. By clicking ‘accept’ you agree to all terms of service outlined in this letter.
Project Objective and Timing
The objectives of this project are to provide to Your Firm the completed various Tax Method Changes.com© prepared by Eric P Wallace, LLC during 2019 (and/or 2020 if renewed. These Tax Method Changes.com© are a combination of either Word, Excel, voice, video, Visio, or PDF files and provide detailed instructions and fillable forms in order to (a) assist Your Firm in properly advising your clients or customers on the tax method change issues, (b) preparing the appropriate tax forms in order for Your Firm clients or customers to adopt tax method changes (3115s, amended tax returns, or income tax returns), and (c) assisting Your Firm clients or customers in implementing required changes to their internal processes related solely to their tax method changes.
The listing of these Tax Method Changes.com© files currently provided under this agreement are shown on our website www.taxmethodchanges.com. As other tax method change procedures are issued by the IRS or US Treasury, and/or any other related documents, Eric P Wallace, LLC will also provide any updated, changed, or new Tax Method Changes.com to Your Firm at no additional costs, assuming that Your Firm is current on any receivables owed to Eric P Wallace CPA and/or Eric P Wallace, LLC, and Your Firm is in compliance with the copyright restriction.
In addition to the provision of the Tax Method Changes.com©, Eric P Wallace, LLC will provide consulting hours from time to time to Your Firm according to the subscription package you selected, if any. This Agreement, other than copyright, will expire on December 31, 2019, unless renewed.
The Tax Method Changes.com© as outlined at and consulting hours if applicable are price and provided, according to the listed scaled number of tax return preparers of Your Firm as listed on the website. The price for the Tax Method Changes.com© depends on the size (as measured by its number of tax return preparers) of the CPA firm or other entity that is purchasing the documents of Tax Method Changes.com©. Your Firm has indicated that by selecting the appropriate package on this form.
Scope of Use
Your Firm is provided the right to use the Tax Method Changes.com (Work Product) for their client or customer use, for any in-house use, for preparation of any tax returns or advisory services for any of its clients or customers, for any in-house training or education purposes, and to their various offices or employees. “In- house” use is defined as any business purpose conducted within Your Firm, its subsidiaries, and wholly owned or related entities. Your Firm hereby agrees that they are restricted from providing any of the Tax Method Changes.com materials, as listed at http://www.taxmethodchanges.com, whether for compensation or not, to anyone outside Your Firm except to deliver the services contemplated herein to its clients. Should Your Firm merge or is sold into another firm or entity and the firm number of tax return preparers then exceed the total number you selected in this form, Your Firm can either continue to use the Tax Method Changes.com© in its prior offices or pay the additional cost for the increase in total number of tax return preparers.
No refunds, reductions in amounts paid, or returns are honored or considered after the subscription has past 48 hours after signup, and/or if the subscriber has downloaded any files.
Eric P Wallace, CPA and/or Eric P Wallace, LLC claims copyright of the Tax Method Changes.com©. Your Firm acknowledges the notice of such copyright, that it was created in 2018, continues in any additions or changes in 2019/2020/2021, and that Eric P Wallace, CPA and/or Eric P Wallace, LLC is the owner of such copyright. Eric P Wallace, CPA and/or Eric P Wallace, LLC does not claim any rights related to any IRS or Treasury forms, laws, or regulations or outside research material, where other copyrights are indicated, or any other materials or work that Eric P Wallace, CPA and/or Eric P Wallace, LLC created or obtained outside of this Agreement. Eric P Wallace, CPA and/or Eric P Wallace, LLC’s copyright will survive the completion of this Agreement.
The initial phase of the subscription will proceed once you agree to these terms and conditions and provide payment. In the initial phase of this subscription, we will grant Your Firm access to the Tax Method Changes.com that Eric P Wallace, CPA and/or Eric P Wallace, LLC has completed to the date of this Agreement.
In the second phase of the subscription, Eric P Wallace, CPA and/or Eric P Wallace, LLC will provide the consulting hours as outlined in your package, if applicable.
In the third phase of the project, Eric P Wallace, CPA and/or Eric P Wallace, LLC will provide any updated, changed, or new Tax Method Changes.com© produced by the Firm as a result of the issuance of the final tangible property regulations method change procedures or other IRS or Treasury documents related to the tangible property issues, during and before December 31, 2019, unless renewed for 2020 or afterwards.
Any professional work, not encompassed as part of the provision of the Tax Method Changes.com©, will not be provided under this Agreement, but will be part of a separate arrangement between the parties.
Eric P Wallace, CPA and/or Eric P Wallace, LLC will submit periodic statements to you for fees incurred to date as our work progresses once you have used all of your consulting hours. All statement amounts are payable upon receipt. If any indebtedness is not paid within 30 days, a late payment charge at the rate of 11⁄4 percent per month will be assessed, which is equivalent to a 15% annual rate.
Neither party is authorized to make any warranties or representations concerning the other party’s services. However, each party may provide to a referral prospect for the other party’s services, any then- current marketing brochures supplied by the other party.
The parties to this Agreement are independent contractors. This Agreement shall not make either party the legal representative or agent of the other party. Neither party shall have any right or authority to make any affirmation, representation or warranty or to assume, create, or incur any liability or obligation of any kind, express or implied, for or on behalf of the other. Except as otherwise provided in this Agreement, each party shall be solely responsible for all costs, expenses, and liabilities it may incur in connection with this Agreement and neither party shall be liable or obligated to the other for any such revenue sharing, costs, expenses, or liabilities. Your Firm will not withhold from the compensation contemplated by this Agreement any amounts for payment of any and all taxes. The Firm bears sole responsibility for paying any and all applicable taxes, including, but not limited to, federal and state self-employment taxes or fees and amounts due on account of The Firm's employees and agents. Your Firm shall not pay contributions to Social Security, unemployment insurance, federal or state, nor provide any other contributions or benefits that which might be expected in an employer-employee relationship.
Except as provided below, any advertising or marketing material by either party that uses any the other’s marks, names, or logos must be approved in writing by the other party, prior to publication.
Confidentiality and Non-Disclosure
The parties recognize that information used by and shared between them may be subject to IRC § 7216 and the regulations thereunder. Each party shall endeavor to comply with such rules and regulations throughout the term of this Agreement, including, but not limited to, getting the requisite taxpayer consents where appropriate.
The parties agree that in connection with the relationship described in this Agreement, each may be given access to material which relates to information, either written or unwritten, that is proprietary to the other party, including, but not limited to processes, know-how, technical knowledge and data, test data, computer programs, interface information, customer information, research, inventions, and discoveries (“Proprietary Information”). The parties agree that the Proprietary Information will be treated in the manner herein described and that all steps reasonably necessary to protect the Proprietary Information shall be taken by the party receiving the other party’s Proprietary Information.
In connection therewith, the parties agree that the Proprietary Information may be used by them only in connection with activities permitted under the terms of this Agreement, if any, and each of the parties agrees to protect the confidentiality of the Proprietary Information of the other party in the same manner that it protects the confidentiality of its own proprietary information.
If Proprietary Information is requested by a Governmental Agency, the party receiving the request agrees to notify the other party of the request in a timely manner and cooperate in the other party’s efforts to respond to request. In the event of a breach of this Article, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
Warranties and Limitation of Liability
Eric P Wallace, CPA and/or Eric P Wallace, LLC and Your Firm represent and warrant that each has sufficient right, authority, title, and interest in its services to enter into and perform this Agreement. EXCEPT AS PROVIDED ABOVE, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTEES TO THE OTHER OF ANY KIND OR NATURE REGARDING ITS PRODUCTS OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
This Agreement, together with any Project Addenda and the attached Terms and Conditions of Services, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all agreements and understandings between the parties with respect to the subject matter hereof made prior to the date hereof.
There are no representations, warranties, understandings or agreements relating to the subject matter hereof which are not fully expressed in this Agreement.
No amendment, modification, waiver or discharge of this Agreement shall be valid unless in writing and signed by an authorized representative of the party against whom such amendment, modification, waiver or discharge is sought to be enforced.
If you are in agreement with the foregoing arrangements, please indicate your acceptance by checking the box below and keeping a copy for your files. Please call with any questions you have regarding any aspects of this Agreement.
We appreciate this opportunity to be of service and look forward to working with you on this project.
Assumptions and Limiting Conditions
The following assumptions and limiting conditions have been made:
Financial statements, tax returns, depreciation schedules, and /or other related information provided to Eric P Wallace, CPA and/or Eric P Wallace, LLC (the Firm), if any, in the course of this Agreement, have been accepted without any verification. Eric P Wallace, CPA and/or Eric P Wallace, LLC has not (and will not) audited, reviewed, or compiled the financial information or tax returns provided to us and, accordingly, we express no audit opinion or any other form of assurance on this information.
Public information and statistical information, if any, have been obtained from sources we believe to be reliable. However, we make no representation as to the accuracy or completeness of such information and have performed no procedures to corroborate the information.
The products provided and the conclusions arrived at in its preparation, if any, are valid for the stated purposes as noted therein. They may not be used for any other purpose or by any other party for any purpose.
Neither all nor any part of the products (not limited to the processes, the conclusions, the identify of any specialist(s), or the Firm with which such specialists are connected or any reference to any of their professional designations) should be disseminated to the public through advertising media, public relations, news media, sales media, mail, website, direct transmittal, or any other means of communication without the prior written consent and approval of Eric P Wallace, CPA and/or Eric P Wallace, LLC. Eric P Wallace, CPA and/or Eric P Wallace, LLC is not a law firm. Issues, which may have legal impact, are considered from a layperson’s perspective using the reasoning expressed or implied within our products or consulting. Should such matters be material to the users of these products or consulting, proper legal counsel should be obtained.
Any written tax advice we provide is not intended or written to be used, and it cannot be used, by any taxpayer for the purpose of avoiding penalties that may be imposed on the taxpayer by any governmental tax authority or agency.
Each of the Parties, including its partners, principals, staff, directors, agents, employees, affiliates, and assigns shall not be liable to the other Party, its affiliates, successors, or assigns, in damages or otherwise, with respect to any claim for loss, cost, liability, or expense arising out of or in any manner related to the work such Party performs for clients or otherwise, or products it provides for the other Party pursuant to this Agreement, whether or not such responsibility, accountability, or liability arises directly or indirectly out of or in connection with any fault, negligence, or misconduct of such Party.
Each of the Parties hereby agrees to indemnify, save, and hold harmless the other Party, its partners, principals, staff, directors, agents, employees, affiliates, and assigns ("indemnitees") from and against any and all liability, claims, and demands on account of injury or loss, sustained or allegedly sustained by any person or entity, arising out of or in any manner connected with the work performed pursuant to this Agreement, including, but not limited to, any advice or consulting provided by or any products issued by the other Party and/or its partners, principals, staff, directors, agents, employees, affiliates, and assigns, pursuant to this Agreement, whether such injury or loss shall have been caused in whole or in part by the acts or omissions of the other Party, its partners, principals, staff, directors, agents, affiliates, assigns, clients, or employees, or those of client or customer or any other entity or person, including such injury or loss as may arise out of or in connection with any fault, negligence, or misconduct of such other Party.
Information may be transmitted through electronic means and each Party will make a reasonable effort to maintain the security of data received, in accordance with professional standards. Each Party recognizes that the other Party has no control over unauthorized interception of electronic data once it has been sent, and each Party consents to the use of electronic data transfers and communications during the engagement.
It is agreed by Your Firm and Eric P Wallace, CPA and/or Eric P Wallace, LLC or any successors in interest that no claim arising out of services rendered or products provided pursuant to this Agreement by or on behalf of Your Firm or Eric P Wallace, CPA and/or Eric P Wallace, LLC shall be asserted more than one (1) years after the date of any products provided the Firm or the last date that services were provided, and then, only if paid in full.
Our Firm policy is to discard and not to retain superseded workpapers or data files that have been updated. If you wish us to maintain either of these types of documents, please indicate your specific request(s) in writing when returning a copy of this Agreement.