Tax Services Terms - CoCountant

These Tax Filing Services Terms apply to CoCountant’s Tax Filing Services and operate in conjunction with the CoCountant Subscription Agreement. If there is an express conflict between these Tax Filing Services Terms and the Subscription Agreement, these Tax Filing Services Terms prevail.

1. Tax Filing Services

1.1 Overview

CoCountant’s Tax Filing Services provide coordinated preparation and filing of federal, state, and local tax returns as specified in the Order Form. These services are available to individuals and businesses purchasing Tax Filing Services directly from CoCountant or to existing CoCountant Subscription clients adding Tax Filing Services to their engagement.

1.2 Tax Partner

Tax return preparation and filing will be performed by an independent licensed tax professional or firm (“Tax Partner”) engaged by CoCountant. For purposes of these Terms, “Tax Partner” means a CPA, Enrolled Agent, or attorney licensed to practice tax law who maintains current licenses in all relevant jurisdictions.

The Tax Partner will sign the return(s) as preparer of record, and their PTIN/EIN will appear on the filed return(s). CoCountant selects Tax Partners based on relevant qualifications and licensing, but the Tax Partner is an independent professional and not an employee, agent, or representative of CoCountant.

1.3 Tax Partner Disclosure

At the time of engagement, CoCountant will disclose the name, credentials, and license status of the assigned Tax Partner. The client will acknowledge receipt of this information and consent to the selected Tax Partner in writing.

1.4 CoCountant’s Role

CoCountant serves as the client-facing coordinator and engagement manager. CoCountant’s responsibilities are limited to the following:

Using commercially reasonable efforts to forward client communications to the Tax Partner and Tax Partner communications to the client
Facilitating the provision of financial and tax information and documentation the client has available
Maintaining a project schedule and notifying the client and Tax Partner of key dates
Providing financial statements and supporting documentation to the Tax Partner
Requesting client approval in writing before filing

CoCountant is not acting as a certified public accounting firm and does not provide independent tax opinions, tax planning advice, or legal advice under this engagement. The Tax Partner is responsible for the technical preparation and filing of the return(s).

1.5 CoCountant’s Limitations

CoCountant does not and may not:

Advise on tax planning, strategy, or tax consequences of client transactions
Make professional judgments about appropriate tax positions or methodologies
Review, evaluate, or approve any tax return or the Tax Partner’s work product in any capacity
Provide tax advice or counsel on any tax matter
Determine what information, documentation, or substantiation is required to prepare the return in compliance with applicable tax law
Prepare, draft, or make any substantive contribution to the return content
Direct, control, or supervise the Tax Partner’s work methods, processes, or professional conclusions

All such functions are exclusively the responsibility of the Tax Partner. CoCountant’s role is administrative coordination only. The client should not rely on CoCountant for tax advice and should direct all tax-related questions to the Tax Partner.

1.6 Not a CPA Firm

Consistent with Section 1.10 of the Subscription Agreement, CoCountant is not a certified public accounting firm, is not a member of AICPA, and is not governed by AICPA rules. CoCountant’s role under these Terms is limited to coordination and engagement management. All professional tax judgments, positions, and determinations are made by the Tax Partner.

1.7 Regulatory Compliance

CoCountant’s Tax Filing Services are offered only in jurisdictions where CoCountant’s coordination activities do not constitute unauthorized practice of accounting or tax preparation. If CoCountant determines that applicable law in the client’s jurisdiction prohibits these coordination services, CoCountant reserves the right to decline the engagement.

2. Tax Partner Independence

2.1 No Agency Relationship

The Tax Partner is not an agent, representative, employee, or servant of CoCountant. CoCountant does not:

Direct, control, or supervise the Tax Partner’s work methods or processes
Require the Tax Partner to work according to any particular methodology
Direct the Tax Partner’s professional conclusions or tax positions
Control when, where, or how the Tax Partner works
Hold the Tax Partner out to clients as CoCountant’s agent, employee, or under CoCountant’s control
Require approval of tax positions or strategies
Approve or disapprove the Tax Partner’s substantive conclusions

2.2 Tax Partner Autonomy

The Tax Partner makes all substantive tax determinations independently and may decline to take positions the Tax Partner believes are inappropriate or inconsistent with professional standards. The Tax Partner is not bound by any client instructions that the Tax Partner deems unethical, illegal, or outside the scope of the engagement. The Tax Partner may communicate directly with the client without CoCountant’s involvement.

2.3 No Representation of Supervision or Review

CoCountant does not represent, imply, or warrant that it supervises, reviews, approves, or performs any quality assurance of the Tax Partner’s work product. CoCountant does not review tax returns in any capacity. CoCountant’s coordination role does not imply any level of control, approval, or oversight over the Tax Partner.

2.4 Tax Partner Delegation

The Tax Partner may delegate aspects of return preparation to other tax professionals or service providers, but the Tax Partner remains solely responsible for the overall accuracy, completeness, and compliance of the return. The Tax Partner must disclose any material delegation or subcontracting to the client. Regardless of delegation, the Tax Partner retains professional liability for all work product and remains the preparer of record on the filed return(s).

3. Client Responsibilities

3.1 Information

The client agrees to provide complete, accurate, and timely financial and tax information necessary for preparation of the return(s). Both CoCountant and the Tax Partner will rely on information provided by the client without independent verification.

Client obligations related to providing timely, complete, and accurate information, as well as management responsibilities outlined in the Subscription Agreement, apply equally to Tax Filing Services.

3.2 Information Gathering Process

Prior to return preparation, the Tax Partner will provide CoCountant with a checklist of required information and documentation. CoCountant will communicate this checklist to the client in writing and request that the client provide all items on the checklist. The Tax Partner, not CoCountant, is responsible for determining what information, documentation, and substantiation is required to prepare the return in accordance with applicable tax law.

If the client cannot locate or produce any item on the checklist, the client agrees to notify the Tax Partner (through CoCountant or directly) so that the Tax Partner can determine whether the information is not applicable, whether a reasonable substitute can be used, or whether the return should note an assumption or limitation due to missing information.

3.3 Review and Approval

Before filing, the client reviews the draft return and confirms to the best of the client’s knowledge that: (a) the personal information (name, address, SSN/EIN) is correct; (b) the income, deductions, and credits match the information the client provided to CoCountant and the Tax Partner; and (c) the client has not become aware of any information that should be added or corrected.

The client’s review is limited to confirming information provided by the client is accurately reflected. The client is not responsible for reviewing the technical correctness or tax treatment of information, which is the Tax Partner’s responsibility.

Filing will not proceed without the client’s written or electronic approval of the draft return(s).

3.4 Client’s Right to Modify Return Before Filing

The client may withhold approval of the draft return if the client disagrees with any position, deduction, or methodology. The client retains the right to request the Tax Partner take a more conservative position, exclude any deduction or credit the client is uncomfortable with, or require disclosure of any position the Tax Partner recommends.

If the client and Tax Partner cannot reach agreement, either party may terminate the engagement, and the client is responsible for fees for work performed to date. Disagreements between the client and the Tax Partner about tax positions are not CoCountant’s responsibility to resolve and do not constitute errors or breaches by CoCountant.

3.5 Client Acknowledgment

By engaging CoCountant for Tax Filing Services, the client understands and acknowledges that: (a) CoCountant is not a licensed tax professional, CPA, or accounting firm; (b) the Tax Partner, not CoCountant, is responsible for all tax determinations; (c) CoCountant’s role is administrative coordination only; (d) the client should direct all tax questions to the Tax Partner, not to CoCountant; and (e) the client should not rely on CoCountant for tax advice.

4. Scope and Limitations

4.1 Scope

Each Tax Filing Services engagement includes only the preparation and filing of the return(s) described in the Order Form.

4.2 Exclusions

Unless separately agreed in writing, Tax Filing Services do not include:

– Audit representation or correspondence with taxing authorities
– Tax planning, advisory, or consulting services
– Legal advice
– Amended returns (see Section 4.4)
– Ongoing tax compliance monitoring
– Responses to notices or inquiries from taxing authorities

4.3 No Guaranteed Outcomes

Neither CoCountant nor the Tax Partner guarantees acceptance of any tax position by a taxing authority, a specific refund amount, or any particular outcome from a taxing authority review or audit.

4.4 Amended Returns

Tax Filing Services do not include preparation or filing of amended returns unless separately agreed in writing. However, if an error made by the Tax Partner is identified within 60 days of filing, the Tax Partner will prepare and file an amended return at no additional cost to the client to correct that error. If the client identifies a need to amend for any other reason (missed income, additional deductions, changed circumstances), amending is a separate service engagement with separate fees to be quoted by the Tax Partner.

4.5 Additional Services

Services beyond the scope described in the Order Form require a separate written agreement and may be subject to additional fees.

5. Engagement Confirmation

Upon acceptance of a Tax Filing Services Order Form, CoCountant will provide the client with a written engagement confirmation that includes: (a) the return(s) to be prepared (federal, state, local); (b) client responsibilities; (c) Tax Partner name and credentials; (d) fee amount and payment terms; (e) target filing timeline; and (f) scope limitations and exclusions under Section 4. This confirmation will be acknowledged by both CoCountant and the client before work commences.

6. Fees and Payment

6.1 Fees

Fees for Tax Filing Services are as specified in the Order Form. Tax Filing Services fees are separate from any active subscription fees.

6.2 Payment Timing

Payment is due prior to filing unless otherwise specified in the Order Form. Filing will not proceed until payment is received.

6.3 Non-Refundability

Fees are non-refundable once work has commenced. If the engagement is canceled before work begins, no fees are due.

6.4 Taxes

Consistent with Section 4.4 of the Subscription Agreement, the client is responsible for all applicable taxes on CoCountant’s fees. Fees are exclusive of taxes.

7. Tax Partner Responsibility and Error Resolution

7.1 Tax Partner Accountability

The Tax Partner is independently responsible for the technical accuracy of the tax return preparation and filing, including compliance with applicable tax laws and regulations. The Tax Partner will perform services in accordance with applicable federal, state, and local tax laws and the standards of care typical for tax professionals in the relevant jurisdiction. CoCountant does not independently verify or audit the technical conclusions, positions, or calculations made by the Tax Partner.

7.2 Tax Partner Errors

CoCountant is not liable for errors, omissions, missed deadlines, or incorrect filings attributable to the Tax Partner’s professional judgment or work product. In the event of a Tax Partner error, the client’s recourse for professional liability claims is with the Tax Partner directly.

7.3 Allocation of Liability

If the error originates in the Tax Partner’s work (tax positions, calculations, substantive determinations), the client’s remedy is against the Tax Partner, not CoCountant. If the error is caused by CoCountant’s failure to perform its coordination duties (failure to transmit information, loss of communications, failure to request client approval), CoCountant is liable subject to the liability cap in Section 9.1.

7.4 Error Resolution Process

If either the client or CoCountant becomes aware of a possible Tax Partner error:

(a) The client provides written notice to CoCountant describing the nature of the issue and the impact.

(b) CoCountant will forward the client’s concern to the Tax Partner in writing and request the Tax Partner’s response within 10 business days.

(c) The Tax Partner will either acknowledge the error and agree to correct it (amended return filed at no cost to the client), provide an explanation of why the Tax Partner does not believe it is an error, or decline to make changes if the Tax Partner believes the position is defensible.

(d) If the Tax Partner declines to correct the issue, CoCountant will communicate the Tax Partner’s explanation to the client. The client’s options are then to accept the return as filed, hire a different tax professional to prepare an amended return at the client’s own expense, or pursue a professional liability claim against the Tax Partner directly.

CoCountant is not liable for the underlying error and has no obligation to hire a second tax professional or pay for an amended return. CoCountant’s obligation under this Section is limited to facilitating communication between the client and the Tax Partner.

7.5 Insurance

CoCountant uses commercially reasonable efforts to engage Tax Partners who maintain professional liability insurance or equivalent coverage appropriate for the services they provide.

8. Communication

Primary communication will occur via email. Where needed, video calls and shared documentation may be used to clarify deliverables, timelines, or information requirements. All critical deadlines and coordination details will be confirmed at engagement kickoff.

9. Limitation of Liability

9.1 Cap

To the fullest extent permitted by law, CoCountant’s total liability arising from or related to any Tax Filing Services engagement shall not exceed the fees actually paid by the client for the specific Tax Filing Services engagement giving rise to the claim. This cap applies notwithstanding any different liability cap in the Subscription Agreement. The Subscription Agreement’s liability cap applies to all other Services; this cap applies to Tax Filing Services only.

9.2 Exclusions

CoCountant shall not be liable for:

Tax positions taken or not taken by the Tax Partner
Penalties, interest, additional tax assessments, or other tax consequences directly caused by the Tax Partner’s professional judgments, regardless of whether those judgments are ultimately sustained by a taxing authority
Indirect, incidental, special, punitive, or consequential damages

9.3 Limitation on Exclusions

The exclusions in Section 9.2 apply only to consequences arising from the Tax Partner’s professional judgments or from taxing authority determinations that are not caused by CoCountant’s own errors. The exclusions do not apply to consequences caused by CoCountant’s negligence, errors, or failure to perform CoCountant’s coordination duties. If CoCountant’s coordination error led to a penalty or assessment, the exclusion does not apply, and CoCountant is liable subject to the cap in Section 9.1.

9.4 Carve-Outs

Nothing in these Terms shall limit CoCountant’s liability for: (a) gross negligence or willful misconduct by CoCountant; (b) fraud or intentional misrepresentation by CoCountant; or (c) breach of confidentiality or unauthorized disclosure of client data.

9.5 Limited Warranty

CoCountant provides its coordination and management services with reasonable care and competence. However, CoCountant makes no warranties regarding the outcome of any tax filing, the positions taken by the Tax Partner, the acceptance of any tax position by taxing authorities, or the substantive accuracy of the Tax Partner’s work. CoCountant does not warrant that Services will be uninterrupted, error-free, or meet the client’s expectations.

10. Confidentiality and Data Security

10.1 Confidentiality

All Tax Filing Services engagements are covered under the confidentiality provisions of Section 3 of the CoCountant Subscription Agreement. The client acknowledges and consents to CoCountant sharing the client’s financial and tax information with the Tax Partner as necessary to perform the Services. The Tax Partner will be subject to confidentiality obligations no less protective than those in the Subscription Agreement.

10.2 Data Security

CoCountant and the Tax Partner will maintain reasonable security measures to protect client data, including encryption of data in transit and access controls limiting data access to authorized personnel. In the event of a data breach affecting client tax information, CoCountant will notify the client within 48 hours with a description of the breach, the types of information exposed, and steps taken to mitigate harm.

10.3 Conflicts of Interest

At engagement commencement, CoCountant and the Tax Partner will disclose any known material conflicts of interest, including prior or current relationships with the client’s competitors or related business interests that could affect the Tax Partner’s ability to act in the client’s interest.

11. Indemnification

The client indemnifies CoCountant and its officers, directors, employees, and agents against all losses, liabilities, damages, and costs (including reasonable attorneys’ fees) arising from: (a) the client’s provision of information that is materially false or misleading and that the client knew was false or misleading at the time it was provided; (b) the client’s breach of these Tax Filing Services Terms or the Subscription Agreement; (c) the client’s misuse of the Services; or (d) the client’s unlawful instructions.

This indemnification does not apply to losses arising from CoCountant’s or the Tax Partner’s negligence or misconduct, or from information the client believed was accurate but was later found to be incorrect.

12. Dispute Resolution

All disputes arising from Tax Filing Services are subject to the dispute resolution provisions in Section 11 of the CoCountant Subscription Agreement, including the governing law (Massachusetts), the 60-day informal resolution requirement, binding arbitration under JAMS rules, and the class action waiver. Section 11 of the Subscription Agreement is incorporated by reference for all Tax Filing Services claims.

13. Term and Termination

13.1 Term

Each Tax Filing Services engagement begins upon execution of the applicable Order Form and concludes upon the earlier of: (a) filing of the return(s) described in the Order Form; (b) mutual written agreement to terminate the engagement; or (c) termination by either party for material breach with 30 days’ written notice and opportunity to cure.

13.2 Termination of Individual Engagements

Either party may terminate a specific Tax Filing Services engagement by written notice if the engagement has not yet commenced, for material breach by the other party (30 days’ notice and opportunity to cure), or by mutual written agreement. Termination of one Tax Filing Services engagement does not affect other ongoing engagements.

13.3 Effect of Subscription Agreement Termination on Tax Filing Services

If the client terminates the underlying Subscription Agreement while a Tax Filing Services engagement is in progress: (a) if the Tax Partner has already begun work on a return, CoCountant will coordinate to completion at no additional fee; (b) if the Tax Partner has not yet begun work, the engagement is terminated, and fees paid are non-refundable once work has commenced.

13.4 Post-Engagement

Upon conclusion of a Tax Filing Services engagement, CoCountant will provide the client with copies of all filed returns and supporting documentation. The client retains all rights to their data and filed returns.