Date of Last Revisions: May 31, 2022
Communication is key in any relationship. Hopefully this site and our service order form give clarity as to how we work when providing accounting functions for you. Be it bookkeeping (where we take care of the tactical), accounting (where our controllers and accountants analyze today), CFO (where we help plan for your future), or tax (where we help with compliance), thanks for trusting us.
I guess we can’t have terms of service without “legalese,” so here it goes…
Who You Are Dealing With
Acuity is made up of Acuity CFO, LLC and its wholly owned subsidiary Scharf Technology LLC dba Catching Clouds LLC (“Acuity,” “we” or “us”). We have been around since 2004.
This agreement (“Agreement”, or “Terms of Service”) is entered into by and between Acuity , and you and your affiliated business entities (“Client” or “you”). “Affiliate” means any company that controls, is controlled by, or is under common control with Client, directly or indirectly, with control meaning an ownership interest of at least 20%.
We have a small office in Atlanta, Georgia at the Atlanta Tech Village, but our staff are primarily remote-based and live and work in the United States (“U.S.”), Philippines, St. Lucia, Argentina, and Greece. We are known to work when we travel, too. In fact, one of our U.S. employees routinely travels the world – in 2018, we have it on good authority that he lived in 26 different countries.
Our U.S. staff are typically employees, but certain U.S. based staff have independent contractor arrangements with us. Our international employees currently have independent contracting arrangements with us either directly or through our partnerships. In the Philippines we have two partners, The Outsourced Accountant and Nimbl Staffing, and in St Lucia we have one partner, Grow Resources.
This Agreement states the terms and conditions that govern your access to and use of the Acuity Websites (https://acuity.co), third party web-based software services (we have lots of great technology partners – https://acuity.co/partners), managed services (https://acuity.co/services/), and content throughout our site , collectively, the “Acuity Service,” a detailed description of our paid services are available on our pricing page (https://acuity.co/pricing).
This Agreement contemplates one or more service orders for the Acuity Service, which are governed by this Terms of Service, and collectively constitute the Agreement. If there is an inconsistency between this Terms of Service and the service order form, the service order form prevails.
This Terms of Service and service order forms constitute the entire Agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written. Client is not relying on any representations, oral or written, not included in this Agreement. No representation, promise, or inducement not included in this Agreement is binding.
By our engagement to provide services, you recognize that we are management consultants. You are free to accept our advice or not. In that regard, you recognize that none of our services, including our Chief Financial Officer services, are to be officially considered “management” or “officers” in the way that a full time employee with the equivalent title might traditionally be viewed.
Not Your Employees
The parties are each independent contractors with respect to the other, and neither party is authorized to act for the other as an agent, representative, or partner.
Newsletters and Similar Communications
We may from time to time send newsletters, emails, explanations of tax law developments, blogs, or similar communications to selected clients, former clients, prospective clients or other interested parties. These communications are of a general nature and are not definitive advice. We do not send all such communications to all clients, former clients, or interested parties. These newsletters do not establish or continue a client relationship with any person, and they do not constitute an undertaking on our part to monitor tax or other issues for you or for any other parties.
Do It Yourself Products
Do It Yourself guidance hosted on https://client.acuity.co is also of a general nature, is not definitive advice, and does not constitute an undertaking on our part to monitor tax or other issues for you or for any other parties.
We routinely receive compensation for making referrals to our technology and other third-party partners, which are typically in accordance with their accounting partner programs and published on the partner websites.
Acceptance of Terms of Service
By (1) checking a box indicating your acceptance, (2) ordering, (3) or accessing the Acuity Service, you agree to be bound by this Agreement and all other policies, procedures, and rules that we may publish, as well as any additional terms and conditions which we and you may agree to in writing on a service order form. We may refuse to offer the Acuity Service to any entity (life is too short not to), and use of the Acuity Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service. If you do not agree with the Terms of Service, or you are not legally able to enter into a contract, you are not authorized to use the Acuity Service.
Modification of Terms of Service
If you think it is exhausting reading terms of service, you should try writing them. Regardless, we reserve the right to modify or replace any provision in the Agreement, or change, suspend, or discontinue the Acuity Service at any time. It is your responsibility to check the Terms of Service periodically for changes, and your continued use of the Acuity Service following any changes to the Terms of Service constitutes acceptance of those changes to the Agreement. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
Data Security & Privacy
Acuity uses LastPass (https://lastpass.com/enterprise_overview.php) as our online password vault. Acuity should be notified of any changes to the login credentials within 2 business days of the change.
Acuity may instruct the client to use a software tool like Hubdoc, which allows Acuity team members to access bank statements and documents necessary to perform the Acuity Service.
You are responsible for maintaining the confidentiality of your login credentials to the Acuity Service, and will immediately notify us of any suspected unauthorized use of your account, or other account related security breach. You will not use another user’s login credentials without the other user’s express permission.
The Acuity Service is reliant on other websites, and the most common ones are listed on our partners page (https://acuity.co/partners). Third-party sites and services are not under our control, and you agree that Acuity shall not be responsible or liable, directly or indirectly, for any damage or loss in connection with the use of or reliance on any such content, products, or services available from any such third party.
If you need us to be compliant with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), do not pass go, do not collect $200. We’d love to help everyone but we are laser focused on our specializations right now (see our home page for specializations).
Ok some bad news – in the U.S., bank feeds are the biggest challenge when it comes to your day-to-day accounting. In order to automate your accounting, reduce man hours, and keep your services cost as low as possible, Clients have to keep bank feeds up and running. Unfortunately, we need you (because it is your bank account, and we also recommend restricting access to your assets) to help us keep it connected.
We know it is a pain, but when we contact you to let you know these bank feed have a problem, we need your help to 1) reconnect them on a timely basis and 2) not complain to us that QBO and Xero and Wells Fargo and Chase can’t get their act together (which is really inexplicable to us, too). So, you agree to provide Acuity with remote read-only access to your accounting and bank feed systems, as may be required by the Acuity Service. You are solely responsible for the adequacy of its security measures for remote access users (but we highly recommend read-only access to any financial asset account). You represent and warrant that your use of the Acuity Service will not violate any agreement or terms to which you are subject.
Use of the Acuity Service
Client and its authorized employees, affiliates, and contractors may access the Acuity Service in compliance with the Agreement and applicable law.
It Is Your Information
All data you provide (“Client Data”) and all results derived by the Acuity Services from the Client Data (“Results”), remain your property. We will use Client Data solely for purposes of performing under this Agreement. During the term of this Agreement, you may export your Client Data and Results through the use of the Acuity Service.
During and after the term of this Agreement, Acuity may use and own all anonymized Client Data and Results within the Acuity Service for purposes of enhancing the products and services, aggregated statistical analysis, technical support, and other business purposes.
We Love to Brag About Working With You
You agree to allow Acuity to use your trademarks, logos, trade names, and a description of the business relationship between us, in any Acuity marketing and sales promotion materials. We will give you a heads up if we feature you, and you can always decline and opt out at that time. Please let us know if you are interested in being featured in the customer story section of our website. We like to issue those stories at a time when you are looking for publicity for something big going on.
Payment of Fees
You must pay all fees as specified on the service order form and subsequent invoices. If not specified otherwise, payment is due upon signature of the service order form and upon receipt of each invoice thereafter, payable via ACH or other acceptable means. You are responsible for the payment of all sales, use, withholding, VAT, and other similar taxes. If you believe in good faith that any invoice is incorrect and wish to dispute any invoice, you must notify us within 10 days of your receipt of the invoice. We reserve the right to charge interest of 1% per month on any undisputed invoice that is not paid within 30 days of the invoice date.
Acuity reserves the right to suspend your access to any Acuity Services if you fail to pay any undisputed invoice when due, until your account is paid in full or you have made other payment arrangements satisfactory to us. Our suspension of services will not affect your obligations to us under this Agreement. If any collection action is required to collect unpaid balances due, you shall reimburse Acuity for collection costs, including but not limited to reasonable attorneys’ fees.
Our typical business practice is to increase service fees once per year. Other increases might relate to 1) new services added 2) significant scope changes 3) growth (usually volume-based) and 4) price changes from our third party vendors.
We are always happy to add services at our current published prices. Unfortunately it is not uncommon to have scope changes based on facts and circumstances that we discover during onboarding or performing services. When that happens, our operations team will work with you to understand the services you have purchased and walk through alternatives if additional services are needed. We really do the best we can in our sales process, but we will talk with you and make sure everything makes sense should there be a miscommunication or a scope change.
Our ecommerce and cryptocurrency practices have adopted a paid initial assessment process to do a deep dive and make sure the sales team has correctly scoped your services under the circumstances. Unfortunately the complexities of those services create the most price change variability. Bear with us as we build the best plan for your business.
We reserve the right to increase our prices related to growth and volume increases. Our team will notify you if you have a price increase related to growth or volume.
Unfortunately our third-party vendors don’t consult with us before making pricing changes, so we reserve the right to increase fees related to pricing increases from the third-party vendors that we use for our services. We typically try to pass on about a 10% discount to our Clients from third-party software’s published prices. We will notify you at least 30 days in advance of any changes related to third-party price changes.
Confidential Information means all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential, given the nature of the information and the circumstances of disclosure. Acuity’s Confidential Information includes without limitation the Acuity Service, its operating policies and procedures, and its pricing information.
The Recipient will not disclose or use any Confidential Information of Discloser for any purpose outside of the scope of this Agreement and must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
Confidential Information excludes information that: 1) is or becomes generally known to the public without breach of any obligation owed to Discloser, 2) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, 3) is received from a third party without breach of any obligation owed to Discloser, or 4) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order.
The workflow processes, procedures, user interface, designs, and other technologies provided as part of the Acuity Service are proprietary property of Acuity and its third-party partners, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with Acuity and our third party partners. Client may not remove or modify any proprietary marking or restrictive legends in the Acuity Service.
Any feedback or suggestions you provide us about the Acuity Service is owned by Acuity, and we may use such information without obligation or compensation to you. Acuity reserves all rights unless expressly granted in this Agreement.
Term, Termination, Suspension
This Agreement continues until all service orders have expired, or if either party is in material breach of this Agreement. If either party is in material breach of this Agreement, the party harmed by the breach must provide notice in writing to the other party. If such breach is not cured within 30 days, the party may terminate the Agreement.
Within 30 days after termination, upon request, we will make the Acuity Service available for Client to export Client Data and/or take over any third party licenses. After such a 30-day period, Acuity has no obligation to maintain the Client Data or third party licenses.
Acuity may temporarily suspend or revoke the Acuity Service at any time, if we in good faith believe that you violated a law, or that a conflict of interest exists that prevents us from providing the Acuity Service in accordance with applicable ethical rules. Acuity may temporarily suspend or revoke the Acuity Service at any time, if you fail to make payment as described above in the Payment of Fees section.
Any terms that by their nature must survive termination of this Agreement to enable a party to assert its rights and receive the protections of this Agreement, will survive (including without limitation, the confidentiality terms).
Promotions and Prorated Tax Fees
We may provide promotional discounts and/or prorated tax fees, that other firms historically choose to charge in a lump sum, for your benefit and convenience.
You agree to allow Acuity to recover any promotional discounts if you terminate services within the first year of service. After one year, we will not seek to recover any promotional discounts. You acknowledge that we provide various tax services throughout the year. Prorated tax fees are not refundable if you choose to terminate services before the completion of your tax return. If Acuity prepares a tax return for you and you terminate tax services within your first year of service, you agree to allow Acuity to bill you for a cumulative of 12 months of tax service fees (which will be calculated by taking 12 months of tax service fees and subtracting the cumulative tax fees already billed to you).
Let’s Be Nice
Other than as necessary to respond to any legal or regulatory process or proceeding or as may be required by law, either party shall not make, or cause or encourage others to make, any public or private statements (including on social media) that disparage, denigrate, criticize, or malign the other party.
Our People Are Our Most Precious Resource
You will not employ or otherwise contract for the same or similar services of any current employee, subcontractor, or agent (hereafter collectively referred to for this provision as “Personnel”) of Acuity, performing duties in support of this Agreement, or Personnel hired by Acuity, performing duties in support of this Agreement, during the term hereof until one year after the earlier of (1) the termination of such Personnel’s engagement or (2) the termination of this Agreement.
No offer or other form of solicitation of employment will be made at any time when the employment of such Personnel is prohibited by this Agreement. Inasmuch as it is impossible to fix the damages for breach of this non solicitation provision, it is understood and agreed that upon breach, you will pay to Acuity, as liquidated damages, an amount equal to thirty percent (30%) of the affected Personnel’s base annual compensation for each such employment solicitation made in breach of this provision. Both parties agree that this amount represents reasonable compensation to Acuity for its cost of recruiting and training its Personnel and does not constitute a penalty. Such amount will be due and payable by you within ten (10) days of receipt of written demand from Acuity. In addition to the above-liquidated damages, Acuity may seek equitable relief from you.
We Are Human
Acuity represents and warrants that all professional services performed under this Agreement shall be performed in a workmanlike and professional manner. ACUITY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE ACUITY TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE ACUITY SERVICE, ACUITY DOES NOT GUARANTEE THAT THE ACUITY SERVICE CANNOT BE COMPROMISED. CLIENT UNDERSTANDS THAT THE ACUITY SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
Reasonable Liability Limits
ACUITY IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF THE DAMAGE OR LOSS IS FORESEEABLE.
EXCEPT FOR ACUITY’S INDEMNITY OBLIGATIONS, ACUITY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CLIENT WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.
Acuity will defend or settle any third-party claim against Client to the extent that such claim alleges that the Acuity Service violates a copyright, patent, trademark, or other intellectual property right, if Client, promptly notifies Acuity of the claim in writing, cooperates with Acuity in the defense, and allows Acuity to solely control the defense or settlement of the claim.
Acuity will pay infringement claim defense costs it incurs in defending Client, and Acuity negotiated settlement amounts, and court awarded damages. If such a claim appears likely, then Acuity may modify the Acuity Service, or procure the necessary rights, or replace it with the functional equivalent, or terminate the functionality and refund any prepaid and unused fees. Acuity has no obligation for any claim arising from: Acuity’s compliance with Client’s specifications; a combination of the Acuity Service with other technology or aspects where the infringement would not occur but for the combination; use of Client Data; or technology or aspects not provided by Acuity. THIS PARAGRAPH CONTAINS CLIENT’S EXCLUSIVE REMEDIES AND ACUITY’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. You hereby irrevocably agree to indemnify, defend, and hold Acuity, its affiliates, directors, officers, employees, and agents harmless from and against any and all loss, costs, damages, liabilities, and expenses (including attorneys’ fees) arising out of or related to (i) any third-party claim resulting from a breach by you of any of your covenants, representations, or warranties contained in this Agreement and/or (ii) your use of the Acuity Service.
Governing Law and Venue
This Agreement is governed by the laws of the State of Georgia (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any controversy, dispute or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this agreement, including any claim based on contract, tort, or statute, shall be resolved, at the request of any party to this agreement, by final and binding arbitration conducted at a location determined by the arbitrator in Atlanta, Georgia, administered by and in accordance with the then existing rules and procedures of the American Arbitration Association, and judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof.
Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets of a party. Notwithstanding the foregoing, we may use subcontractors to perform services, in our sole discretion and without notice; provided that the use of any such subcontractors shall not affect our obligations or responsibilities to you.
Income Tax, Franchise Tax, Sales Tax, and 1099 Services Terms & Conditions
These Tax and 1099 Terms and Conditions are pursuant to and in accordance with the “Legal Terms of Service”. If there is any conflict between the terms of the Agreement and these Tax and 1099 Services Terms, the latter shall apply.
In the course of delivering services relating to income tax return preparation, tax advisory, assistance in tax controversy matters, franchise tax return preparation, sales tax return preparation, and 1099 matters, Acuity applies customary practices intended to provide these services in a cost-effective manner. The Terms describe certain of these customary practices, as well as other standard terms, conditions, and limitations relating to our provision of tax and 1099 services.
We will prepare your tax returns based upon information and representations that you provide to us. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. We will prepare the above-referenced tax returns solely for filing with the Internal Revenue Service (“IRS”) and state and local tax authorities as identified above. Our work is not intended to benefit or influence any third party, either to obtain credit or for any other purpose.
You agree to indemnify and hold us harmless with respect to any and all claims arising from the use of the tax returns for any purpose other than filing with the IRS and state and local tax authorities regardless of the nature of the claim, including the negligence of any party.
Our engagement does not include any procedures designed to detect errors, fraud, or theft. Therefore, our engagement cannot be relied upon to disclose such matters. This engagement is limited to the professional services outlined on a service order form.
Acuity Tax Responsibilities
Unless otherwise noted, we will perform our services in accordance with the Statements on Standards for Tax Services (“SSTSs”) issued by the American Institute of Certified Public Accountants (“AICPA”) and U.S. Treasury Department Circular 230 (“Circular 230”). It is our duty to perform services with the same standard of care that a reasonable income tax preparer would exercise in this type of engagement. It is your responsibility to safeguard your assets and maintain accurate records pertaining to transactions. We will not hold your property in trust for you, or otherwise accept fiduciary duties in the performance of the engagement.
Prior Year Review
Our review of the prior year’s income or sales tax return will necessarily be limited and may not find all errors. We will, however, bring to your attention any errors that we find. If you ask us to prepare amended tax returns and address any other matters arising as a result of any error, we will confirm this representation in a separate service order form.
Estimated Tax Payments
You may be required to make quarterly estimated income tax payments. We will calculate these payments based upon the information you provide to prepare your tax returns and have no obligation to update recommended payments after the engagement is completed.
Tax Planning Services
During the course of preparing the tax returns identified above, we may bring to your attention potential tax savings strategies for you to consider as a possible means of reducing your taxes in subsequent tax years. However, we have no responsibility to do so, and will take no action with respect to such recommendations, as the responsibility for implementation remains with you.
Use of Third-Party Service Providers
Some of our tax services require the use of a third party. We receive compensation for making such a referral. We will, as part of our engagement, evaluate the work performed and the advice given by such service providers. If we do not concur with the advice provided by such service providers, we will communicate our nonconcurrence to you in writing.
We most commonly use Clarus R&D Solutions, LLC (https://clarusrd.com/) and Ardius LLC (https://ardius.com/) to calculate research and development tax credits. We will share confidential information with these parties but remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures, and safeguards to protect the confidentiality of your information.
Our advice is based upon tax reference materials, facts, assumptions, and representations that are subject to change. Tax reference materials include but are not limited to the Internal Revenue Code (“IRC”), regulations, Private Letter Rulings, and court decisions. We will not update our advice after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations. To the extent we provide written advice concerning federal tax matters, we will follow the guidance contained in U.S. Treasury Department Circular 230, §10.37, Requirements for Written Advice.
If for any reason we are unable to complete the engagement, we will not issue the deliverable(s).
Government Tax Inquiries
Tax return preparation does not include responding to inquiries by any governmental agency or tax authority. If your tax return is selected for examination or audit, you may request our assistance in responding to such an inquiry. If you ask us to represent you, we will confirm this representation in a service order form.
Arguable Tax Positions
We will use our judgment to resolve questions in your favor where a tax law is unclear, provided there is sufficient support for doing so. If there are conflicting interpretations of the law, we will explain the possible positions that may be taken on your return. We will follow the position you request, provided it is consistent with our understanding of the IRC, tax regulations, Revenue Rulings, Revenue Procedures, private letter rulings, and court decisions.
If the IRS, state or local tax authorities later contest the position taken, additional tax, penalties, and interest may be assessed. We assume no liability, and you hereby release us from any liability including but not limited to, additional tax, penalties, interest, and related professional fees.
Client Tax Responsibilities
Unless the data is already made available through separate services in accordance with a service order form, you will provide us with a trial balance and other supporting data necessary to prepare your tax returns. You must provide us with accurate and complete information. Income from all sources, including those outside of the U.S., is required.
We rely upon the accuracy and completeness of both the information you provide in the trial balance and other supporting data you provide in rendering professional services to you.
You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. You should retain all documents that provide evidence and support for reported income, credits, and deductions on your returns, as required under applicable tax laws and regulations. You are responsible for the adequacy of all information provided in such documents. You represent that you have such documentation and can produce it if necessary, to respond to any audit or inquiry by tax authorities. You agree to hold our firm harmless from any liability including but not limited to, additional tax, penalties, interest, and professional fees resulting from the disallowance of tax deductions due to inadequate documentation.
You are responsible for ensuring that personal expenses, if any, are segregated from business expenses and that expenses such as meals, travel, vehicle use, gifts, and related expenses are supported by necessary records required by the IRS and other tax authorities. At your written request, we are available to provide you with written answers to your questions on the types of supporting records required.
State and Local Filing Obligations
You are responsible for determining your tax filing obligations with any state or local tax authorities, including, but not limited to, income, franchise, sales, use, property, or unclaimed property taxes. You agree that we have no responsibility to research these obligations or to inform you of them. If upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will notify you of this responsibility in writing and ask you to contact us. If you ask us to prepare these returns, we will confirm this representation in writing.
U.S. Filing Obligations Related to Foreign Financial Assets
As part of your filing obligations, you are required to report the maximum value of specified foreign financial assets, which include financial accounts with foreign institutions and certain other foreign non-account investment assets that exceed certain thresholds. You are responsible for informing us of all foreign assets, so we may properly advise you regarding your filing obligations.
These assets include any ownership interests you directly or indirectly hold in businesses located in a foreign country, and any assets or financial accounts located in a foreign country over which you have signature authority. Based upon the information you provide, this information will be used to calculate any applicable foreign tax credits. We will also use this data to inform you of any additional filing requirements, which may include FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”). Failure to file required forms can result in the imposition of both civil and criminal penalties, which may be significant. The FBAR is not a tax return, and its preparation is not included with our general standard tax services.
Foreign Filing Obligations
You are responsible for complying with the tax filing requirements of any other country. You acknowledge and agree that we have no responsibility to raise these issues with you and that foreign filing obligations are not within the scope of Acuity Services.
Other Income, Losses and Expenses
If you realized income, loss, or expense from a business or supplemental income or loss, the reporting requirements of federal and state income tax authorities apply to such income, loss, or expense. You are responsible for complying with all applicable laws and regulations pertaining to such operations, including the classification of workers as employees or independent contractors and related payroll tax and withholding requirements.
Sales Tax Specifics
We provide guidance on sales tax from a limited logistical perspective and will register and file based on the Client’s direction. We are not a sales and local tax expert or sales tax attorney. Please consult with an expert in this area to validate nexus, filing requirements, audit support or to initiate a Voluntary Disclosure Agreement.
You are responsible for providing all requested data and supporting information on a timely basis and having the funds available to pay the sales taxes. Failure to do so may result in penalties and interest from taxing authorities as well as additional accounting fees. We will process any sales tax filings and payments, even without approval from you, as long as the funds are apparently available. You are responsible for providing us with specific, written instructions within two business days, after the notification of sales tax amount due, if you don’t want the payment made and/or filing completed.
We use various partners to assist in our sales tax filing services most notably Avalara, but we provide the oversight and management of the overall sales tax process.
You have final responsibility for your tax returns. We will provide you with a copy of your electronic tax returns and accompanying schedules and statements for review prior to filing with the IRS and state and local tax authorities, as applicable. You agree to review and examine them carefully for accuracy and completeness.
You will be required to verify and sign a completed Form 8879, IRS e-file Signature Authorization for your federal income tax return, and any similar state and local equivalent authorization form before your returns can be filed electronically.
Timing of the Tax Engagement
We expect to begin our services upon receipt of a service order form.
Our services will conclude upon the earlier of 1) entering into a new service order form for tax services or 2) written notification by either party that the engagement is terminated.
Extensions of Time to File Tax Returns
The original filing due dates for your tax returns are as set by the IRS and state taxing authorities on an annual basis. Due to the high volume of tax returns prepared by Acuity, the information needed to complete the tax returns must be received no later than 45 days prior to the original filing due dates so that the returns may be completed by those dates and not extended.
It may become necessary to apply for an extension of the filing deadline if there are unresolved issues or delays in processing, or if we do not receive all of the necessary information from you on a timely basis.
Applying for an extension of time to file may extend the time available for a government agency to undertake an audit of your return or may extend the statute of limitations to file a legal action. All taxes owed are due by the original filing due date. Additionally, extensions may affect your liability for penalties and interest or compliance with governmental or other deadlines.
Tax Penalties and Interest Charges
Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file or late filing of returns, and underpayment of taxes. You, as the taxpayer, remain responsible for the payment of all tax, penalties, and interest charges imposed by tax authorities.
We rely on the accuracy and completeness of the information you provide to us in connection with the preparation of your tax returns. Failure to disclose or inadequate disclosure of income or tax positions may result in the imposition of penalties and interest charges.
In the event any provision herein violates a tax jurisdiction’s Standard of Conduct specifically applicable to a client, as to that client, such provision shall be (i) modified to the extent necessary to be in compliance with that specific standard, or (ii) rendered void if modifying the provision cannot result in compliance with the specifically applicable standard. In the event any portion of the Agreement, including these Terms, is found to be void, illegal or unenforceable, all remaining provisions shall remain in full force and effect.
You made it to the end. Thanks for hanging with us. We really look forward to working with you.