Tax Services Agreement

Thank you for selecting us to assist the Company with tax services.

This Tax Services Agreement is between the entity providing tax services indicated on the Order Form (“we”, “our”, “us”) and each business that subscribes to the Tax Preparation Services or research and development (“R&D”) Credit Services, each as defined below (the “Company”, “you”, “your”). The written order form(s) executed by you and us, including any scope(s) of work appended thereto (the “Order Form”) together with this Tax Services Agreement are referred to herein as the “Agreement”. The Effective Date of this Agreement is the date that the first Order Form has been signed by both you and us. If the Order Form contains additional terms and conditions, then those terms and conditions govern to the extent they conflict with any term and conditions in this Tax Services Agreement.

The purpose of the Agreement is to establish the terms of our engagement and the services we will provide.

IRS Regulation 26 C.F.R. § 301.7216-3 consent to disclosure and use:

Please note that we may perform any or all of our obligations hereunder through a third-party tax service provider or a third-party R&D tax services provider, including in each case its Affiliate(s), some of which may be located outside of the United States (each service provider and its Affiliates, a “Service Provider”) and/or our Affiliate(s), some of which might be located outside of the United States. These Service Providers and/or we and our Affiliates may use subcontractors, some of which may be located outside of the United States. In such event, we will remain liable to you for any nonperformance of the Agreement by us caused by an act or omission of the applicable Service Provider.

You hereby consent to (1) Haven Business Corporation and/or its Affiliate(s) (“Haven”) disclosing your information that is required to provide the tax services (this information is referred to in this paragraph as the “required information” and it includes, for example, your financial and business information, entity and ownership information, complete tax return(s) in Haven Business Corporation’s possession, and other tax return information communicated through Haven Business Corporation’s systems) to us and our Affiliate(s) and/or Service Provider(s), as applicable, (2) our and our Affiliates’ and Service Providers’ use of the required information to provide the tax services, including disclosure to, and use by, subcontractors to provide the tax services, (3) the disclosure and use of the required information outside of the United States to provide the tax services, (4) our disclosing your complete tax return(s) and other tax return information to Haven Business Corporation to share it with you through Haven Business Corporation’s systems and facilitate completion of your tax return(s), (5) Haven Business Corporation using your complete tax return(s) from the tax services, required information, and other tax return information communicated through Haven Business Corporation’s systems to perform and improve its services, including, for example, use in bookkeeping and other services and disclosure to potential partners for evaluation purposes and service providers for processing purposes, and (6) disclosure of the required information and tax return information in response to state subpoenas and grand jury subpoenas, subject to notice to you of the same to the extent permitted by law. Contact your Haven Business Corporation account manager if you want to limit Haven Business Corporation’s disclosures of your complete tax returns. Contact us if you want to limit disclosure of your complete tax return(s) to Haven Business Corporation The tax services are offered on a subscription basis. This consent applies to required information, complete tax returns, and other tax return information communicated through Haven Business Corporation’s systems for the initial subscription period and subsequent renewal periods. This consent is valid with respect to Haven Business Corporation’s use of your information for services performance and improvement purposes for as long as Haven Business Corporation has a business purpose for using the information, and with respect to other uses and disclosures until the statute of limitations to assess any tax by the Internal Revenue Service or other applicable state agency with respect to the applicable tax return has expired.

We shall have in place with the applicable Service Provider at all relevant times a written agreement obligating the applicable Service Provider (including its Affiliates, if and as applicable) to comply with confidentiality obligations protective of all such information substantially similar to those contained in this Agreement.

I. Services

R&D Credit Services

If you purchase our R&D tax credit services (as reflected on your Order Form), we will provide the following services (“R&D Credit Services”): 

  • Provide guidance to identify and determine which of the Company’s expenses qualify for the R&D tax credit for United States federal income purposes
  • Calculate the amount of the Company’s qualifying R&D expenses and provide the Company such calculation
  • Prepare supporting technical and financial substantiation documentation required for IRS Forms 6765 and 8974 (including, but not limited to, documentation of research time and R&D payroll expenses) (together with the calculation of the Company’s qualifying R&D expenses, the “R&D Tax Credit Study”)

We and the Service Provider must use judgment in resolving questions where the tax law is unclear, or where there may be conflicts between the taxing authorities’ interpretations of the law and other supportable positions. We and the Service Provider may apply the “more likely than not” reliance standard to resolve such issues in order to avoid penalties that might be assessed against the Service Provider as a return preparer. As a condition of receiving R&D Credit Services, you agree to honor our reasonable directions and those of the Service Provider regarding disclosure of return positions to avoid or mitigate penalties.

The Company is responsible for ensuring proper recording of transactions in the accounts and for the completeness and substantial accuracy of the financial, personnel and R&D records. Because you have final responsibility for the tax returns, you should review them carefully before you sign and file them.

There is no guarantee that the taxing authorities will accept your R&D activities as qualifying R&D activities or that the tax authorities will approve all of your R&D expenditures as qualifying R&D expenditures. Additionally, your returns may be audited by the taxing authorities. Any proposed adjustments may be subject to appeal.

We provide the Services at the direction and for the benefit of your management

We provide the Services at the request of, and under the direction of, your management. Your management is responsible for all management decisions and performing all management functions, including (i) setting policies or accepting policy recommendations; (ii) evaluating the reasonableness of underlying assumptions and the adequacy and results of the Services; and (iii) implementation of any findings or recommendations resulting from the Services. We may act upon, and will not have liability for acting upon, instructions in any form (e.g., electronic, written, oral) so long as we reasonably believe that the instructions were actually given by you or on your behalf. You are responsible for the legality of your instructions to us. We are not obligated to identify or offer additional Services. 

We prepare deliverables resulting from the Services (for example, excerpts, models, budgets, confirmations, etc.) for use by your management. In preparing deliverables, you agree that we (a) do not have an obligation to independently verify the accuracy or completeness of any facts provided by you or any third party, and (b) do not undertake to update the deliverable if any facts change, unless the Order Form for the services expressly states otherwise. If you elect to present any deliverable to any third party, such presentation must be made solely by you and not by or on behalf of us, and you agree to remove any references to us from the deliverable and/or from the presentation.

We need and rely on information from you

Our provision of the Services requires that you provide us access to corporate, financial and related information, information technology systems or services, and/or input from you. You agree to timely provide all such information, access and input and reasonably cooperate with us in our provision of the Services. You agree to provide good faith assumptions and accurate and complete representations, information and data, and you agree that we may assume you have done so without further investigation or verification. You agree that late or insufficient information, access or input from you may cause delay in the performance of the Services, inability to provide the Services, or increase in the amount of our fees.

For the avoidance of doubt, if our performance of the Services is prevented or delayed by any act or omission by you or your agents, vendors, consultants, or employees, we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.

Haven Business Corporation is not a certified public accounting firm

You understand and agree that Haven Business Corporation is not a certified public accounting firm and does not provide services that would require a license to practice public accounting. You acknowledge that Haven Business Corporation is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by any AICPA rules. The Services do not include, and you will not rely on them for: (i) audit, attest, examination, verification, investigation, certification, presentation, or review of financial transactions or accounting records (as such terms are used in the California Business and Professions Code Section 5000 et seq. (“California Public Accountancy Law”)); (ii) independent advice relating to accounting procedure or to the “recording, presentation, or certification of financial information or data” within the meaning of the California Public Accountancy Law; (iii) preparation or certification of reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related schedules, exhibits, statements, or reports that are to be used for publication, for the purpose of obtaining credit, for filing with a court of law or with any governmental agency, or for any other purpose, as contemplated by the California Public Accountancy Law; (iv) legal or regulatory advice regarding any of your business practices, including with respect to their appropriateness or legality; or (v) unless otherwise expressly included on an Order Form, tax advice or tax return preparation (although we will provide bookkeeping assistance to your tax preparer of choice, and/or you can subscribe for tax Services, which are provided separately from our bookkeeping Services). You should seek the services of a duly licensed professional in connection with any of the foregoing. In particular, in compliance with applicable law and accounting standards regarding auditor independence, we cannot (and do not) make any representation or warranty whether any financial records are compliant with GAAP, IFRS or any other accounting standards or rules.

II. Records

We or the Service Provider will retain copies of the records you have supplied to us along with work papers for your engagement for a period of seven years from the due date of the applicable return (including extensions). Please notify us within this period if you need copies of any of these materials. After seven years, work papers and engagement files will be destroyed. Your original records will be returned to you at the end of this engagement. Working papers and files that we or the Service Provider maintain are not a substitute for your original records, and you should arrange for secure storage of the originals.

III. Fees

Our fees for these services are as set forth in the Order Form.

R&D Credit Services

  • If, based on the completed R&D Tax Credit Study, the results of our calculations indicate that you are not eligible to claim any R&D tax credits, you will be entitled to a full refund of your initial payment.
  • If, based on the completed R&D Tax Credit Study, the results of our calculations indicate that the amount of R&D tax credits that you are entitled to claim is less than the amount of your initial payment, you will be entitled to a partial refund equal to the difference between the amount of your initial payment and the amount of R&D tax credits our calculations indicate you are eligible to claim.

There is, however, no guarantee that the taxing authorities will accept your R&D activities as qualifying R&D activities or that the tax authorities will approve all of your R&D expenditures as qualifying R&D expenditures.

Generally

Haven Business Corporation collects payments for the Tax Preparation Services and R&D Credit Services automatically via Credit Card or ACH. You represent that the account or credit card you are authorizing for ACH is an account that is not primarily used for personal, familial or household purposes. By authorizing us to use ACH, you agree to the NACHA Operating Rules

 

that govern ACH payments. Fees are exclusive of taxes, which you are responsible for, if applicable. You hereby authorize Haven Business Corporation or its payment processor to initiate entries to your business bank checking account on file with Haven Business Corporation (using your business address on file) in order to pay amounts that you owe to us, and, if necessary, to initiate adjustments for any transactions credited or debited in error. You represent that you have authority to bind the organization that owns the bank account and to authorize these transactions to the bank account. This bank account payment authorization will remain in effect until you notify Haven Business Corporation in writing to cancel it in such time as to afford Haven Business Corporation and the bank reasonable opportunity to act on it. We may immediately suspend provision of the Tax Preparation Services and/or R&D Credit Services if your account is past due with respect to the payment of fees for any services or any other amounts owed by you to us or Haven Business Corporation. You agree to pay any fees for Services owed by your Affiliates. Except to the extent expressly set forth in the Agreement, all payments are non-refundable and non-creditable.

We reserve the right to request prepayment before starting the provision of any Services. In the case of nonpayment of any amount due and owed under the Agreement, in addition to such unpaid amounts you will reimburse us for all costs and fees incurred to collect the unpaid amounts.

Once this service agreement is signed, your payment schedule will commence and your fee is due according to the payment schedule agreed to on your order form.

IV. Rights and Protections

You retain the right to terminate the Tax Preparation Services or R&D Credit Services upon written notice to us up until your credit amount has been determined, and we retain the right to resign at any time upon written notice to you. If we resign, we will provide you with a full refund of any amount prepaid for terminated Tax Preparation Services or R&D Credit Services that have not yet been rendered.

OUR (INCLUDING OUR AFFILIATES) AND EACH SERVICE PROVIDER’S CUMULATIVE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING IN ANY MANNER TO THE TAX PREPARATION SERVICES OR THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO US (OR TO SUCH SERVICE PROVIDER, AS APPLICABLE) FOR THE NONCONFORMING SERVICES AND OUR WORK PRODUCTS GIVING RISE TO LIABILITY. WE (INCLUDING OUR AFFILIATES) AND THE SERVICE PROVIDERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF WE (INCLUDING OUR AFFILIATES) OR THE SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH OUR (INCLUDING OUR AFFILIATES) ENTIRE LIABILITY WITH RESPECT TO THE TAX PREPARATION SERVICES AND/OR THE R&D CREDIT SERVICES, AS APPLICABLE.

The Company agrees to indemnify, and hold harmless, us, each Service Provider and each of our and their officers, directors, employees, contractors, Affiliates and agents for any liabilities, damages, expenses (including reasonable attorney’s fees and costs), costs and/or losses incurred in connection with (a) any financial liability for penalties or interest resulting from misinformation or misdirection originating from Company or failure by Company to timely provide required information, sign e-file forms or make necessary payments and/or (b) any third party claims or other legal or regulatory action or proceeding involving or relating to the Tax Preparation Services, R&D Credit Services or this Agreement. With respect to any action or proceeding in which we are not a party, the Company shall indemnify, and hold harmless, us, each Service Provider and each of our and their officers, directors, employees, Affiliates, and agents for all costs and expenses (including reasonable attorney’s fees and costs) associated with providing testimony, documents or information relating to the Tax Preparation Services and/or R&D Credit Services, including any time expended at our (or an applicable Service Provider’s) then standard rates.

We and the Company, to the extent permitted by applicable law, each knowingly, voluntarily and intentionally waives the right to a trial by jury in any action arising out of or relating to this Agreement, the Tax Preparation Services or the R&D Credit Services to be performed by us pursuant hereto. This waiver applies to any action or legal proceeding whether sounding in contract, tort, negligence or otherwise. This Agreement and all claims relating to the relationship between the parties are governed by the laws of California, U.S.A, excluding California’s conflict of laws rules. The arbitration provisions of the PSA Sections (defined below) shall apply to the resolution of any dispute under this Agreement, unless you have opted out as provided in the PSA Sections

V. Confidentiality

Each party understands that the other party may need to disclose certain non-public information relating to the disclosing party’s business that is marked or identified as “confidential” at the time of disclosure, or that is described in this Agreement as confidential (“Confidential Information”) in connection with the use and/or performance of the Services. Customer Data is your Confidential Information. Haven Business Corporation Confidential Information includes the non-public portions of the Services and any related documentation and pricing information of Haven Business Corporation. During the term of this Agreement and for three (3) years thereafter, each party agrees to take reasonable precautions to protect the disclosing party’s Confidential Information from unauthorized disclosure, not to use such Confidential Information except as authorized or as necessary to perform its obligations under this Agreement, and to not disclose (without the disclosing party’s prior authorization, including any such authorization given under this Agreement) to any third person any such Confidential Information (other than on a need to know basis to the receiving party’s employees, consultants and service providers who are subject to confidentiality obligations that are at least as protective of the disclosing party’s Confidential Information as this Agreement), or as specifically permitted under this Agreement. Confidential Information does not include any information that the receiving party can show: (1) through no fault of the receiving party, is or becomes generally available to the public, (2) was in its possession or was known prior to receipt from the disclosing party, (3) was rightfully disclosed to it without restriction by a third party, or (4) was independently developed without use of any Confidential Information of the disclosing party. For the avoidance of doubt, Confidential Information does not include any information regarding the tax treatment or tax structure of any transaction. The receiving party may disclose Confidential Information if the disclosure is necessary to comply with a valid court order or subpoena (in which case the receiving party will, unless prohibited by law or legal process, promptly notify the disclosing party and cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or limit the nature or scope of the information to be disclosed). Upon request following termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy all copies of the disclosing party’s Confidential Information in its possession or control, except that the receiving party may retain a copy of the disclosing party’s Confidential Information to monitor its compliance under this Agreement and to comply with applicable regulatory requirements. For purposes of clarity, Haven Business Corporation may retain any de-identified information or Analytics Data generated using Customer Data.

To Use or Disclose Customer Data. If we are considered a return preparer under federal tax law, we cannot disclose your tax return information to third parties, or use that information for purposes other than in the preparation of your tax returns, unless such disclosure or use is otherwise authorized by law or you consent to such disclosure or use. Likewise, if we are considered a return preparer, federal tax law precludes our disclosing your tax return information to service providers outside the United States without your consent.

Disclosure of Tax Return Information Outside the U.S.. In the course of providing services to you under this Agreement, Haven Business Corporation may engage one or more independent contractors to assist Haven Business Corporation in providing such services, and any administrative, clerical or analytical functions related thereto. When engaging any such contractors, Haven Business Corporation will enter into a written and signed confidentiality agreement, similar to this one, to ensure customer confidentiality is maintained.

VI. Indemnification

You shall defend, indemnify and hold harmless the Provider Entities and their employees, officers, directors, consultants, representatives and agents from and against all damages, losses, liabilities, claims, demands, actions, suits, judgments, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and/or our provision of the Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of the Agreement that injures any third party, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the Services or Our Technology, of any intellectual property or other right of any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to reasonably assist and cooperate with us in asserting any available defenses and/or defending any legal proceeding.

VII. Disputes; Class-action waiver

THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, AND EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR OR YOUR INDIVIDUAL CAPACITY, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT OR BY LAW); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

VIII. Miscellaneous

The Agreement constitutes the entire agreement between you and us with respect to its subject matter, and supersedes any and all prior agreements, discussions, negotiations and offers.

If one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

You may not assign this Agreement, or your rights or obligations under it, in whole or in part. We may freely assign this Agreement, or its rights or obligations under it, in whole or in part.